1. These terms and conditions set out the general terms under which we
undertake our business. The specific conditions relating to particular
assignments will be covered in your Engagement Letter and Fee Terms.
2. This engagement letter, the schedule of services and our standard terms and
conditions of business are governed by, and should be construed in
accordance with Scots law. Each party agrees that the courts of Scotland will
have exclusive jurisdiction in relation to any claim, dispute or difference
concerning this engagement letter and any matter arising from it. Each party
irrevocably waives any right to object to any action being brought in those
Courts, to claim that the action has been brought in an inappropriate forum, or
to claim that those Courts do not have jurisdiction.
3. In accordance with the requirements of the Bribery Act 2010 we have policies
and procedures in place to prevent the business and its partners and staff
from offering or receiving bribes.
4. Fees paid by you in advance for professional work to be performed and
clearly identifiable as such shall not be regarded as clients’ monies.
5. In some circumstances, commissions or other benefits may become payable
to us in respect of transactions which we arrange for you. Where this happens
we will notify you in writing of the amount and terms of payment. The same
will apply where the payment is made to or transactions are arranged by a
person or business connected with ours.
6. Unless you instruct us otherwise we may, where appropriate, communicate
with you and with third parties via email or by other electronic means. The
recipient is responsible for virus checking emails and any attachments.
7. With electronic communication there is a risk of non-receipt, delayed receipt,
inadvertent misdirection or interception by third parties. We use virus-
scanning software to reduce the risk of viruses and similar damaging items

being transmitted through emails or electronic storage devices. However
electronic communication is not totally secure and we cannot be held
responsible for damage or loss caused by viruses nor for communications
which are corrupted or altered after despatch. Nor can we accept any liability
for problems or accidental errors relating to this means of communication
especially in relation to commercially sensitive material. These are risks you
must bear in return for greater efficiency and lower costs. If you do not wish to
accept these risks please let us know and we will communicate by paper mail,
other than where electronic submission is mandatory.
8. Any communication by us with you sent through the post is deemed to arrive
at your postal address two working days after the day that the document was
9. Communication between us is confidential and we shall take all reasonable
steps to keep confidential your information except where we are required to
disclose it by law, by regulatory bodies, by our insurers or as part of an
external peer review. Unless we are authorised by you to disclose information
on your behalf this undertaking will apply during and after this engagement.
10. We may, on occasions, subcontract work on your affairs to other tax or
accounting professionals. The subcontractors will be bound by our client
confidentiality terms.
11. We reserve the right, for the purpose of promotional activity, training or for
other business purpose, to mention that you are a client. As stated above we
will not disclose any confidential information.
12. We will inform you if we become aware of any conflict of interest in our
relationship with you or in our relationship with you and another client. Where
conflicts are identified which cannot be managed in a way that protects your
interests then we regret that we will be unable to provide further services.
13. If there is a conflict of interest that is capable of being addressed successfully
by the adoption of suitable safeguards to protect your interests then we will
adopt those safeguards. Where possible this will be done on the basis of your
informed consent. We reserve the right to act for other clients whose interests
are not the same as or are adverse to yours subject of course to the
obligations of confidentiality referred to above.
14. The advice and information we provide to you as part of our service is for your
sole use and not for any third party to whom you may communicate it unless
we have expressly agreed in the Engagement letter that a specified third party
may rely on our work. We accept no responsibility to third parties, including
any group company to whom the engagement letter is not addressed, for any

advice, information or material produced as part of our work for you which you
make available to them. A party to this agreement is the only person who has
the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
of its terms.
15. We confirm that we will comply with the provisions of the Data Protection Act
1998 when processing personal data about you and your family. In order to
carry out the services of this engagement and for related purposes such as
updating and enhancing our client records, analysis for management
purposes and statutory returns, legal and regulatory compliance and crime
prevention we may obtain, process, use and disclose personal data about
16. Should we resign or be requested to resign a disengagement letter will be
issued to ensure that our respective responsibilities are clear.
17. Should we have no contact with you for a period of 3 months or more we may
issue a disengagement letter and hence cease to act.
18. We operate fixed fees, quoted in advance. Please refer to your Fees
Schedule for a breakdown of these.
19. In some cases, you may be entitled to assistance with your professional fees,
particularly in relation to any investigation into your tax affairs by HMRC.
Assistance may be provided through insurance policies you hold or via
membership of a professional or trade body. Other than where such
assurance was arranged through us you will need to advise us of any such
insurance cover that you have. You will remain liable for our fees regardless
of whether all or part are liable to be paid by your insurers.
20. We will bill upon completion of the work and our invoices are due for payment
on the due date as shown on the invoice. Our fees are exclusive of VAT which
will be added where it is chargeable. Any disbursements we incur on your
behalf and expenses incurred in the course of carrying out our work for you
will be added to our invoices where appropriate.
21. Unless otherwise agreed to the contrary our fees do not include the costs of
any third party, counsel or other professional fees.
22. It is our normal practice to ask clients to pay by bank transfer upon completion
of the ad hoc piece of work being completed before any submission to HMRC
/ Companies House is made.
23. We reserve the right to charge interest on late paid invoices at the rate of 3%
above bank base rates under the Late Payment of Commercial Debts
(Interest) Act 1998. We also reserve the right to suspend our services or to
cease to act for you on giving written notice if payment of any fees is unduly

delayed. We intend to exercise these rights only where it is fair and
reasonable to do so.
24. If you do not accept that an invoiced fee is fair and reasonable you must notify
us within 21 days of receipt, failing which you will be deemed to have
accepted that payment is due.
25. In the case of a dispute over the level of fees charged we reserve the right to
require that the matter is dealt with through arbitration.
26. We will only assist with implementation of our advice if specifically instructed
in writing.
27. We will retain all copyright in any document prepared by us during the course
of carrying out the engagement save where the law specifically provides
28. If any provision of the engagement letter or schedules is held to be void, then
that provision will be deemed not to form part of this contract.
29. In the event of any conflict between these terms of business and the
engagement letter or appendices, the relevant provision in the engagement
letter or schedules will take precedence.
30. Investment business is regulated under the Financial Services and Markets
Act 2000.
31. If, during the provision of professional services to you, you need advice on
investments, including insurances, we may have to refer you to someone who
is authorised by the Financial Services Authority or licensed by a Designated
Professional Body as we are not.
32. Insofar as permitted to do so by law or professional guidelines, we reserve the
right to exercise a lien over all funds, documents and records in our
possession relating to all engagements for you until all outstanding fees and
disbursements are paid in full.

33. We will provide our services with reasonable care and skill. Our liability to you
is limited to losses, damages, costs and expenses caused by our negligence
or wilful default.
34. Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax
liabilities are due to the acts or omissions of any other person or due to the provision
to us of incomplete, misleading or false information or if they are due to a failure to
act on our advice or a failure to provide us with relevant information.
35. Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under
this engagement letter if the delay or failure is caused by circumstances outside our
reasonable control.
36. Exclusion of liability relating to the discovery of fraud etc
We will not be responsible or liable for any loss, damage or expense incurred or
sustained if information material to the service we are providing is withheld or
concealed from us or wrongly misrepresented to us or from fraudulent acts,
misrepresentation or wilful default on the part of any party to the transaction and their
directors, officers, employees, agents or advisers. This exclusion shall not apply
where such misrepresentation, withholding or concealment is or should (in carrying
out the procedures which we have agreed to perform with reasonable care and skill)
have been evident to us without further enquiry.
37. Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any
claim for negligence) arising out of any unauthorised disclosure of our advice and
opinions, whether in writing or otherwise. This indemnity will extend to the cost of
defending any such claim, including payment at our usual rates for the time that we
spend in defending it.
38. Limitation of aggregate liability
You have agreed that you will not bring any claim of a kind that is included within the
subject of the limit against any of our principals or employees; on a personal basis.
39. In accordance with the Proceeds of Crime Act and Money Laundering
Regulations 2007 you agree to waive your right to confidentiality to the extent
of any report made, document provided or information disclosed to the
Serious Organised Crime Agency (SOCA).
40. You also acknowledge that we are required to report directly to SOCA without
prior reference to you or your representatives if during the course of

undertaking any assignment the person undertaking the role of Money
Laundering Reporting Officer becomes suspicious of money laundering.
41. As with other professional services firms, we are required to identify our
clients for the purposes of the UK anti-money laundering legislation. We may
request from you, and retain, such information and documentation as we
require for these purposes and/or make searches of appropriate databases.
42. Copies of such records will be maintained by us for a period of at least five
years after we cease to act for the business.
43. We shall not be treated as having notice, for the purposes of our accounts &
tax responsibilities, of information provided to members of our firm other than
those engaged on the specific assignment (for example, information provided
in connection with accounting, taxation and other services).
44. Unless otherwise agreed in the engagement covering letter our work will
begin when we receive your implicit or explicit acceptance of that letter.
Except as stated in that letter we will not be responsible for periods before
that date.
45. Each of us may terminate this agreement by giving not less than 21 days
notice in writing to the other party except where you fail to cooperate with us
or we have reason to believe that you have provided us or HMRC with
misleading information, in which case we may terminate this agreement
immediately. Termination will be without prejudice to any rights that may have
accrued to either of us prior to termination.
46. In the event of termination of this contract, we will endeavour to agree with
you the arrangements for the completion of work in progress at that time,
unless we are required for legal or regulatory reasons to cease work
immediately. In that event, we shall not be required to carry out further work
and shall not be responsible or liable for any consequences arising from
47. In accordance with our professional body rules we are required to hold
professional indemnity insurance. Details about the insurer and coverage can
be found by visiting our offices.
48. We aim to provide a high quality of service at all times. If you would like to
discuss with us how our service could be improved or if you are dissatisfied
with the service that you are receiving please let us know by contacting
the Managing Director.

49. We undertake to look into any complaint carefully and promptly and to do all
we can to explain the position to you.
50. We will endeavour to record all advice on important matters in writing. Advice
given orally is not intended to be relied upon unless confirmed in writing.
Therefore, if we provide oral advice (for example during the course of a
meeting or a telephone conversation) and you wish to be able to rely on that
advice, you must ask for the advice to be confirmed by us in writing.
51. You have a legal responsibility to retain documents and records relevant to
your tax affairs. During the course of our work we may collect information from
you and others relevant to your affairs. We will return any original documents
to you if requested. Documents and records relevant to your affairs are
required by law to be retained as follows:
 with trading or rental income: 5 years and 10 months after the end of the tax
 otherwise: 22 months after the end of the tax year; Companies, LLPs and
other corporate entities
 6 years from the end of the accounting period;
52. Whilst certain documents may legally belong to you we may destroy
correspondence and other papers that we store, electronically or otherwise,
which are more than 7 years old. You must tell us if you require the return or
retention of any specific documents for a longer period.
53. Any advice we give you will be supplied on the basis that it is for your benefit
only and shall not be disclosed to any third party in whole or part without our
prior written consent. It may not be used or relied upon for any other purpose
or by any other person other than you without our prior written consent. If our
advice is disclosed to any third party (with or without our consent), then we
accept no responsibility or liability to that third party for any consequences
that may arise to them, should they rely on the advice.
54. If it is proposed that any documents or statement which refer to our name, are
to be circulated to third parties, please consult us before they are issued.
55. The services we undertake to perform for you will be carried out on a
timescale to be determined between us on an ongoing basis.