Our engagement letter, the schedules of services and our standard terms and conditions of business are governed by and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it on any basis. 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.

We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.

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. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

We do not operate a client money account.

In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You agree that we or our associates can retain the commission or other benefits without being liable to account to you for any such amounts.

Examples of likely commissions that might be received include:

• If we make a referral to an R&D tax credit specialist, we could receive up to 20% of their fee;
• If we make a referral to an independent financial advisor who sets up a regular premium pension, we could receive 20% of the Adviser Charge payable.

These are only examples and may not cover all commission payments received in the future. You have agreed that you do not want us to provide you notice of commission as it is earned. Should you now want to be notified as commission is earned you agree to notify us in writing.

We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact Andrew Millet. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to our professional body, the Institute of Chartered Accountants in England and Wales.

Unless we are authorised by you to disclose information on your behalf, we confirm that where you give us confidential information we shall at all times during and after this engagement keep it confidential, except as required by law, by our insurers or as provided for in regulatory, ethical, or other professional pronouncements or as part of an external peer review applicable to us or our engagement. This undertaking will apply during and after this engagement.

You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of and access to information.

You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.

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.

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.

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 unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. 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.

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. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

In this clause the following definitions shall apply:

• client personal data means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you.
• data protection legislation means all applicable privacy and data protection legislation and regulations including PECR, the UK GDPR and any other applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced, or updated from time to time.
• controller, data subject, personal data and process shall have the meanings given to them in the UK data protection legislation.
• UK GDPR means the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (amendments etc) (EU Exit) Regulations 2019.
• PECR means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.

• You shall only disclose client personal data to us where:
• You have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice at www.millet.org.uk);
• You have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
• You have complied with the necessary requirements under the data protection legislation to enable you to do so.

Should you require any further details regarding our treatment of personal data, please contact Andrew Millet (contact details on our website).

We shall only process the client personal data:

• In order to provide our services to you and perform any other obligations in accordance with our engagement with you;
• In order to comply with our legal and regulatory obligations; and
• Where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subject’s own privacy rights.

For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to members of our firm’s network, our regulatory bodies or other third parties. These third parties may be located outside of the United Kingdom, and we will only do so in compliance with data protection legislation.

We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data, and against accidental loss or destruction of, or damage to, the client personal data.

In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

• We receive a request, complaint, or any adverse correspondence from or on behalf of a data subject;
• We are served with any notices or material communications from a supervisory authority;
• We reasonably believe there has been any incident of accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.

Upon reasonable request, we shall co-operate and take such reasonable steps or provide such information as is necessary to comply with the data protection legislation in respect of the services provided.

Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of six months or more we may issue to your last known address a disengagement letter and hence cease to act. After which, you will have 3 months to collect any records of yours that we hold at that time. Thereafter, we reserve the right to securely destroy any such records without further notification.

Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or other electronic means. The recipient is responsible for virus checking emails and any attachments.

With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection, or interception. We use virus-scanning software to reduce risk but cannot be held responsible for damage caused by viruses or intercepted communications. 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.

Any communication by us sent through the post is deemed to arrive at your postal address two working days after dispatch.

Our fees depend upon the time spent, level of skill and responsibility, importance and value of the advice, and level of risk.

If we provide a fixed fee proposal it will be based on assumptions made at the time. Should additional work be required due to underestimated assumptions, we reserve the right to charge an additional fee based on time worked at our hourly rates:

• Director: £250
• Manager: £160
• Associate: £125
• Book-keeper: £60
• Administration: £60

Fees may increase from time to time in line with inflation. A copy of current fee rates is available on our website or on request.

You may be entitled to assistance with professional fees through insurance or trade body membership. You remain liable for fees regardless of insurer payment.

Invoices are due within 14 days of issue unless agreed otherwise. Fees exclude VAT and any disbursements or expenses incurred on your behalf.

We reserve the right to charge interest on late payments at 8% above bank base rate and may suspend or cease services if fees are unduly delayed.

If you dispute a fee, you must notify us in writing within 14 days of invoice receipt.

We may ask for payment by monthly standing order and adjust payments to actual billings. Should you cancel or fail to make agreed instalments, you agree to pay the higher of actual costs incurred or amount invoiced less payments made.

We reserve the right to amend instalment amounts or raise additional fees if actual work exceeds original estimates.

For audits, we assume use of Confirmation.Com. If prevented, manual bank confirmations incur £100+ VAT fee, recharged to you.

We will only assist with implementation of our advice if specifically instructed and agreed in writing.

We retain all copyright in any documents prepared by us, save where law provides otherwise.

You may not use our name in any statement or document without our prior written consent, except where required by law.

If any provision is held void, it is deemed not to form part of this contract. In case of conflict, the engagement letter or schedules prevail over these terms.

If we become aware of a dispute between owners or managers, our client is deemed to be the business. We will not provide information or services to one party without permission of all parties. Conflicting instructions will be referred back to the board or partnership.

Investment business is regulated by the Financial Services and Markets Act 2000. If you need advice on investments or insurances, we will refer you to an FCA-authorised adviser.

Where permitted by law, we reserve the right to exercise a lien over all funds, documents and records in our possession until all outstanding fees and disbursements are paid.

Except for audit services, in the event of any claim arising from our services, liability is capped at the higher of three times our fee for the service or £10,000. This cap applies to all claims including contract and tort, and includes interest.

The liability limit does not apply to criminal, dishonest or fraudulent acts by the firm or its staff. You agree not to bring claims personally against our directors or employees. We are not liable for delay or failure caused by circumstances beyond our control.

Our advice is for your sole use and not for third parties unless expressly agreed. We accept no responsibility to third parties who rely on our work.

You agree to indemnify us against any claims arising from unauthorised disclosure of our advice, including costs of defence at our usual rates.

Work begins upon acceptance of the engagement letter. Each party may terminate with 21 days’ notice, except for non-cooperation or misleading information, which may result in immediate termination. Rights accrued prior to termination remain enforceable.

Upon termination, we will endeavour to agree arrangements for completion of work in progress, unless required to cease immediately by law or regulation.

We may terminate with immediate effect for insolvency, independence issues, non-payment, or breach of obligations not remedied within 30 days.

We will act in accordance with ICAEW byelaws, regulations and code of ethics. You authorise us to correct HMRC errors. We will not be liable for loss arising from compliance with statutory obligations.

Our files are periodically reviewed by independent regulatory or quality control bodies, bound by confidentiality.

When dealing with HMRC, we are required to be honest and take reasonable care. You must provide all necessary information timely. For more on ‘Your Charter’ with HMRC, visit Your Charter.

Important matters will be recorded in writing. Oral advice is not intended to be relied upon unless confirmed in writing. Request written confirmation if needed.

You have a legal responsibility to retain documents and records relevant to your financial affairs. We will return original documents upon request. Retention periods are:

• Individuals, trustees and partnerships with trading or rental income: 5 years and 10 months after the end of the tax year; 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.

We may destroy correspondence and papers stored electronically after seven years, except those of continuing significance. Notify us in writing to retain any document longer.

Millet Limited is registered with the Information Commissioner as a data controller (registration number ZB580007).

Our professional indemnity insurer is Acqueous Management Ltd (policy no. 9577586), with worldwide coverage excluding professional business from the USA or Canada, and excludes claims brought in USA or Canadian courts.

Provided you supply information timely, we will plan work to meet regulatory deadlines. Failure to meet deadlines does not by itself make us liable for penalties or additional costs.

You or your associates will not employ or engage our staff or consultants within 12 months of Millet acting for you, without express written consent. Without consent, a charge of 50% of the staff member’s last annual gross salary will apply.

For protection against fees arising from an HMRC enquiry, please contact us to discuss arrangements.

Where you are responsible for book-keeping, it is defined as:

1. A trial balance is produced that agrees to the underlying general ledger;
2. The general ledger can be supported by analysis;
3. The opening balances agree to last year’s financial statements;
4. Accruals, prepayments and depreciation have been posted.