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The Director of Novaluma Films Ltd3rd Floor, 86-90 Paul Street
London
England
EC2A 4NE

26 May 2025

Dear Norbert,

Engagement letter

This letter and the attached schedules of service together with our terms of business set out the basis on which we are to provide services as accountants and your and our respective responsibilities.
 
We are bound by ICAEW’s Code of Ethics and accept instructions to act for you on the basis that we will act in accordance with these ethical guidelines. 
 

Who we are acting for

We are acting for Novaluma Films Ltd only. Where you would like us to act for anyone else such as your spouse/a partnership/a limited company we will issue a separate engagement letter to them.

Period of engagement

This engagement will start on 26 May 2025.

Scope of services

We have listed below the work that you have instructed us to carry out, the detail of which is contained in the attached schedule. These state your and our responsibilities in relation to the work to be carried out. If we agree to carry out additional services for you, we will provide you with a new or amended engagement letter. Only the services that are listed in the attached schedule are included within the scope of our instructions. If there is additional work that you wish us to carry out which is not listed in the schedule, please let us know and we will discuss with you whether they can be included in the scope of our work.

Accounts
CT600 Return
Payroll
Confirmation Statement 

Fees 

Our fees will be charged as follows:
Directors self assessment is included in the above quote.

Limitation of liability

We specifically draw your attention to our standard terms and conditions and the relevant clause in each schedule of service, which sets out the basis on which we limit our liability to you and to others. You should read this in conjunction with the relevant paragraph of our standard terms and conditions which excludes liability to third parties. These are important clauses and you should read them and ensure you are happy with them. 

Requirements of the Data Protection Act (DPA) 2018 and the General Data Protection Regulation (GDPR) 

The DPA 2018 and GDPR set out a number of requirements in relation to the processing of personal data. 

Here at Jay Patel & Co we take your privacy and the privacy of the information we process seriously. We will only use your personal information and the personal information you give us access to under this contract to administer your account and to provide the services you have requested from us. 

We attach our privacy notice setting out our approach to handling your information. In signing one copy of this letter you will be indicating that you have read and agreed the terms under which we operate as set out in this notice. In addition, please note that we require your agreement on several specific points, which are also included in the acceptance section below:

(a) Continuity arrangements

Please note that we have arrangements in place for an alternate to deal with matters in the event of permanent incapacity or illness. This provides protection to you in the event that I cannot act on your behalf, and in signing this letter you agree to the alternate having access to all of the information I hold in order to make initial contact with you and agree the work to be undertaken during my incapacity. You can choose to appoint another agent at that stage if you wish. 

(b) Secure communications and transfer of data

We will communicate or transfer data using the following:

Post/hard-copy documents

Encrypted emails

Portals [IRIS Openspace]

Emails * 

*if you require us to correspond with you by email that is not encrypted or password protected, you also accept the risks associated with this form of communication. 

Your agreement

Please confirm your agreement to:

by signing and returning one copy of this letter. 

Yours sincerely,

For and on behalf of

Jay Patel & Co

Acceptance

I acknowledge receipt of your letter dated 26 May 2025, the attached schedule of services, the privacy notice and standard terms and conditions, which fully record the agreement between us concerning your appointment to carry out the work described in those documents. 

I also confirm the following in relation to data protection: 

I understand that you will communicate or transfer data with me using the following:

Post/hard-copy documents

Encrypted emails

Portals [IRIS Openspace]

Emails * 

* I accept the risks of you corresponding with me by email that is not encrypted or password protected.Signed for and on behalf of Novaluma Films Ltd 

Date

ANNUAL ACCOUNTS – LIMITED COMPANIES

Responsibilities of Directors

As director of the company, under the Companies Acts you are responsible for ensuring that the company maintains proper accounting records and you are ultimately responsible for preparing accounts.

You undertake to keep records of sales invoices, purchase invoices, receipts and payments, together with any other documents relating to the company’s transactions and activities. It will also be necessary for you to provide a record of stock at the company’s year end.

A private company is usually required to file its accounts at Companies House within 9 months of the year end. The company will be liable to fines if it fails to do so. In order to avoid this we will produce statutory accounts, suitable for filing, within the required period, provided all your records are complete and presented to us within five months of the year end, and all our queries are promptly and satisfactorily answered.

You will complete all other returns required by law, for example, confirmation statements and notifications of changes in directors and Persons of Significant Control (PSC’s), unless you have asked us specifically to deal with these for you. We shall, of course, be pleased to advise you on these and any other company matters if requested.

Responsibility of the accountants

We will prepare the company’s accounts on the basis of the information that is provided to us. We will also draft the accounts in accordance with the provisions of the Companies Act, and related Accounting Standards for approval by the Board.

Should our work lead us to conclude that the company is not entitled to exemption from an audit of the accounts, or should we be unable to reach a conclusion on this matter, then we will advise you of this.

You have instructed us to prepare your financial statements for the year(s) ended 30/11/2024 and subsequent years. It was agreed that we should carry out the following accounting and other services:

  1. write up the accounting records of the company insofar as they are incomplete when presented to us;
  2. complete the postings to the nominal ledger; and
  3. prepare the accounts for approval by yourselves.

You agree that you will arrange to:

  1. keep the records of receipts and balances;
  2. reconcile the balances monthly with the bank statements;
  3. post and balance the purchase and sales ledgers;
  4. extract a detailed list of ledger balances; and
  5. prepare details of the annual stocktaking, including prices and in a form which will enable us to verify the prices readily by reference to suppliers’ invoices.
  6. prepare details of work-in-progress at the accounting date and make available to us the documents and other information from which the statement is compiled.

You are responsible for the detection of irregularities and fraud. We do not undertake to discover any shortcomings in your systems or any irregularities on the part of your employees or others, although we will advise you of any that we encounter in preparing your accounts, unless prohibited from doing so by the Anti Money Laundering Legislation.

We will report that in accordance with your instructions and in order to assist you to fulfil your responsibilities, we have compiled, without carrying out an audit, the accounts from your accounting records and from the information and explanations supplied to us.

We have a professional duty to compile accounts which conform with generally accepted accounting principles and which comply with the Companies Acts and applicable accounting standards.

CORPORATION TAX

We will prepare a computation for corporation tax purposes adjusted in accordance with the provisions of the Taxes Acts for 30/11/2024 and all subsequent years. We will also prepare and file the corporation tax return (form CT600) required under the Corporation Tax Self Assessment regulations within 12 months of the year end. The corporation tax return, together with the supporting corporation tax computations, will be sent to you for approval and signature prior to submission to the Inspector of Taxes.

You accept that in law a taxpayer cannot contract out of his fiscal responsibilities and that computations and return forms are prepared by us as agent for the company. You also accept that you are legally responsible for making correct returns and for payment of tax on time. If we ask you for information to complete the tax return and it is not provided within the time-scale requested, so that the preparation and submission of the return are delayed, we accept no responsibility for any penalty or interest that may arise.

We will advise you of the corporation tax payments to which the company will be liable, together with the due date of payment. You must inform us immediately if the company pays or receives any interest, or transfers any asset to any shareholder.

Where necessary we will deal with any queries raised by the HM Revenue & Customs and negotiate with HM Revenue & Customs on any question of taxation interest or penalties which may arise.

Any time we need to spend over and above answering straightforward queries raised by the HM Revenue & Customs is additional work for which we will need to charge separately. We will inform you before undertaking any extra work in respect of HM Revenue & Customs enquiries.

To enable us to carry out our work you agree:

  1. to make a full disclosure to us of all sources of income, charges, allowances and capital transactions and to provide full information necessary for dealing with the company’s affairs. We will rely on the information and documents being true, correct and complete;
  2. to respond quickly and fully to our requests for information and to other communications from us;
  3. to provide us with information in sufficient time for the company’s self-assessment tax return to be completed and submitted by the due date. In order to do this, we need to receive all relevant information within 5 months of the year end; and
  4. to forward to us on receipt copies of all statements of account, letters and other communications received from HM Revenue & Customs and Companies House to enable us to deal with them as may be necessary within the statutory time limits.
  5. we can approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs and undertake to authorise such third parties to communicate directly with us.

PAYROLL PREPARATION AND PAYE

Payroll and year end returns

In order for us to prepare your payroll and HMRC payroll returns known as Real Time Information (RTI) returns we will need the following information from you:

Personal details of all employees (i.e. name, NI number, home address,) and other data as required by HMRC.

Notification of new employees or employees leaving your employment.

All P45’s received by you.

Payroll returns must be received by HM Revenue & Customs on or before pay day otherwise significant penalties may be charged. Interest will be charged by HMRC if income tax and National Insurance contributions payments are late or less than indicated by the return.

We will assist in the preparation and submission of PAYE returns as required by HMRC and other authorities. However, our appointment as your agent does not absolve the company or its directors from their statutory responsibilities. It is essential that we receive full information from you promptly to enable us to file returns in time to avoid penalties.

We will provide a payroll service for the month ended [Missing Date: Please Contact Us] and all subsequent months.

PRIVACY NOTICE issued by Jay Patel & Co

Introduction

The Data Protection Act 2018 (“DPA 2018”) and the General Data Protection Regulation (“GDPR”) impose certain legal obligations in connection with the processing of personal data.

Jay Patel & Cois a data controller within the meaning of the GDPR and we process personal data. The firm’s contact details Data are as follows:

Jay Patel & Co 278 Northfield Avenue

London

W5 4UB
GB

We may amend this privacy notice from time to time. If we do so, we will supply you with and/or otherwise make available to you a copy of the amended privacy notice.

Where we act as a data processor on behalf of a data controller (for example, when processing payroll), we provide an additional schedule setting out required information as part of that agreement. That additional schedule should be read in conjunction with this privacy notice.

The purposes for which we intend to process personal data

We intend to process personal data for the following purposes:

The legal bases for our intended processing of personal data

It is a requirement of our contract with you that you provide us with the personal data that we request. If you do not provide the information that we request, we may not be able to provide professional services to you. If this is the case, we will not be able to commence acting or will need to cease to act.

Persons/organisations to whom we may give personal data

We may share your personal data with:

If the law allows or requires us to do so, we may share your personal data with:

We may need to share your personal data with the third parties identified above in order to comply with our legal obligations, including our legal obligations to you. If you ask us not to share your personal data with such third parties we may need to cease to act.

Transfers of personal data outside the EU

Your personal data will be processed in the UK only.

Retention of personal data

When acting as a data controller and in accordance with recognised good practice within the tax and accountancy sector we will retain all of our records relating to you as follows:

Our contractual terms provide for the destruction of documents after four years and therefore agreement to the contractual terms is taken as agreement to the retention of records for this period, and to their destruction thereafter.

You are responsible for retaining information that we send to you (including details of capital gains base costs and claims and elections submitted) and this will be supplied in the form agreed between us. Documents and records relevant to your tax affairs are required by law to be retained by you as follows:

Individuals, trustees and partnerships

Companies, LLPs and other corporate entities

Where we act as a data processor as defined in DPA 2018, we will delete or return all personal data to the data controller as agreed with the controller at the termination of the contract.

Requesting personal data we hold about you (subject access requests)

You have a right to request access to your personal data that we hold. Such requests are known as ‘subject access requests’ (“SARs”).

Please provide all SARs in writing.

To help us provide the information you want and deal with your request quickly, you should include enough details to enable us to verify your identity and locate the relevant information. For example, you should tell us:

If you do not have a national insurance number, you must send a copy of:

DPA 2018 requires that we comply with a SAR promptly and in any event within one month of receipt. There are, however, some circumstances in which the law allows us to refuse to provide access to personal data in response to a SAR (e.g. if you have previously made a similar request and there has been little or no change to the data since we complied with the original request).

You can ask someone else to request information on your behalf – for example, a friend, relative or solicitor. We must have your authority to respond to a SAR made on your behalf. You can provide such authority by signing a letter which states that you authorise the person concerned to write to us for information about you, and/or receive our reply.

Where you are a data controller and we act for you as a data processor (e.g. by processing payroll), we will assist you with SARs on the same basis as is set out above.

Putting things right (the right to rectification)

You have a right to obtain the rectification of any inaccurate personal data concerning you that we hold. You also have a right to have any incomplete personal data that we hold about you completed. Should you become aware that any personal data that we hold about you is inaccurate and/or incomplete, please inform us immediately so we can correct and/or complete it.

Deleting your records (the right to erasure)

In certain circumstances you have a right to have the personal data that we hold about you erased. Further information is available on the ICO website (www.ico.org.uk).  If you would like your personal data to be erased, please inform us immediately and we will consider your request.  In certain circumstances we have the right to refuse to comply with a request for erasure. If applicable, we will supply you with the reasons for refusing your request.

The right to restrict processing and the right to object

In certain circumstances you have the right to ‘block’ or suppress the processing of personal data or to object to the processing of that information.  Further information is available on the ICO website (www.ico.org.uk).  Please inform us immediately if you want us to cease to process your information or you object to processing so that we can consider what action, if any, is appropriate. 

Obtaining and reusing personal data (the right to data portability)

In certain circumstances you have the right to be provided with the personal data that we hold about you in a machine-readable format, e.g. so that the data can easily be provided to a new professional adviser. Further information is available on the ICO website (www.ico.org.uk).

We will respond to any data portability requests made to us without undue delay and within one month. We may extend the period by a further two months where the request is complex or a number of requests are received but we will inform you within one month of the receipt of the request and explain why the extension is necessary.

Withdrawal of consent

Where you have consented to our processing of your personal data, you have the right to withdraw that consent at any time. Please inform us immediately if you wish to withdraw your consent.

Please note:

Automated decision-making

We do not intend to use automated decision-making in relation to your personal data.

Complaints

If you have requested details of the information we hold about you and you are not happy with our response, or you think we have not complied with the GDPR or DPA 2018 in some other way, you can complain to us.

If you are not happy with our response, you have a right to lodge a complaint with the ICO (www.ico.org.uk).
TERMS AND CONDITIONS 

The following terms of business apply to all engagements accepted by Jay Patel & Co.  All work is carried out under these terms except where changes are expressly agreed in writing. 

1. APPLICABLE LAW

1.1. 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. 

1.2. 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. 

2. CLIENT IDENTIFICATION

2.1. 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. 

3. CLIENT MONEY

3.1. We may, from time to time, hold money on your behalf. The money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with ICAEW’s Clients’ Money Regulations. 

3.2. We will return monies held on your behalf promptly, as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed, and the client to which they relate has remained untraced for five years, or we as a firm cease to practise, we may pay those monies to a registered charity. 

4. COMMISSIONS OR OTHER BENEFITS

4.1. 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. If this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply if the payment is made to, or the transactions are arranged by, a person or business connected with ours. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts. When we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission. 

5. CONFIDENTIALITY

5.1. Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement. 

5.2. 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. 

5.3. 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. 

5.4. 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. 

5.5. 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. 

5.6. We reserve the right, for the purpose of promotional activity, training or for other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information. 

6. CONFLICTS OF INTEREST

6.1. 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. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services. 

6.2. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, 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/en/membership/regulations-standards-and-guidance/ethics. 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. 

7. DATA PROTECTION

7.1. This clause applies to personal data provided by or on behalf of you in connection with an agreement to provide business services or any engagement letter. Each party shall comply with the Data Protection Act 1998 (DPA) when processing such personal data. In particular, you will ensure that any disclosure of personal data to us complies with the DPA. 

7.2. We will use appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. We will not sub-contract any processing of personal data unless that personal data continues to be subject to an appropriate level of protection. To the extent that we act as data processor for you, we will only process personal data in accordance with your instructions. 

7.3. We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant Data Protection Authority. You and we will consult and cooperate with each other when responding to any such request, complaint or notice. 

7.4. We will answer your reasonable enquiries to enable you to monitor compliance with this clause. 

8. DISENGAGEMENT

8.1. If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. 

9. ELECTRONIC AND OTHER COMMUNICATION

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

9.2. 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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or 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 when electronic submission is mandatory. 

9.3. Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day the document was sent. 

10. FEES AND PAYMENT TERMS

10.1. Our fees may depend, not only upon the time spent on your affairs, but also on the level of skill and responsibility and the importance and value of the advice we provide, as well as the level of risk. 

10.2. If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that will be the case. Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour, VAT being charged thereon. Indicative hourly charge-out rates are as follows: • Principal £180 • Manager £150 • Assistant £90 

10.3. If requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto. 

10.4. 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 insurance was arranged through us, you will need to advise us of any such insurance cover you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers. 

10.5. Our invoices will be due for payment upon presentation. 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. 

10.6. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you. 

10.7. It is our normal practice to ask clients to pay by monthly direct debit and periodically to adjust the monthly payment by reference to actual billings. 

10.8. We reserve the right to charge interest on late paid invoices at the rate of 5% 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, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so. 

10.9. 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. 

10.10.If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client, and we shall be entitled to enforce any sums due against the group company or individual nominated to act for you. 

11. HELP US TO GIVE YOU THE BEST SERVICE

11.1. We are committed to providing you with a high quality service that is both efficient and effective. If, at any point you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by contacting Jay Patel. 

11.2. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW. 

12. INTELLECTUAL PROPERTY RIGHTS AND USE OF OUR NAME

12.1. We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise. 

12.2. You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public. 

13. INTERPRETATION

13.1. If any provision of our engagement letter or terms of business is held to be void, that provision will be deemed not to form part of this contract. 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. 

14. INTERNAL DISPUTES WITHIN A CLIENT

14.1. If we become aware of a dispute between the parties who own the business. or who are in some way involved in its ownership and management, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the [registered office] [normal place of business] for the attention of the [directors] [proprietors]. If conflicting advice, information or instructions are received from different [directors] [principals] in the business, we will refer the matter back [to the board of directors] [the partnership] and take no further action until the [board] [partnership] has agreed the action to be taken. 

15. LIEN 

15.1. Insofar as we are permitted to so by law or by 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. 

16. LIMITATION OF THIRD PARTY RIGHTS

16.1. 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 to enforce any of its terms, and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999. 

17. PERIOD OF ENGAGEMENT AND TERMINATION

17.1. Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date. 

17.2. Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party except if 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 before termination. 

17.3. We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so. 

17.4. In the event of termination of our 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 will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. 

18. PROFESSIONAL RULES AND STATUTORY OBLIGATIONS

18.1. We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC if we become aware of them.We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements in our offices. The requirements are also available online at icaew.com/en/membership/regulations-standards-and-guidance. 

19. QUALITY CONTROL

19.1. When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit www.gov.uk/government/publications/your-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you. 

20. RELIANCE ON ADVICE

20.1. 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. 

21. RETENTION OF PAPERS

21.1. You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you [if requested]. Documents and records relevant to your tax affairs are required by law to be retained as follows: Individuals, trustees and partnerships: a) with trading or rental income: five years and 10 months after the end of the tax year b) otherwise: 22 months after the end of the tax year. Companies, Limited Liability Partnerships, and other corporate entities: c) six years from the end of the accounting period. 

21.2. Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than [seven] years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period. 

22. TIMING OF OUR SERVICES

22.1. If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

23. THE PROVISION OF SERVICES REGULATIONS 2009

23.1. Our professional indemnity insurer is Royal and Sun Alliance PLC, of St Mark’s Court, Chart Way, Horsham, West Sussex RH12 1XL. The territorial coverage is worldwide, excluding professional business carried out from an office in the United States of America or Canada, and excludes any action for a claim brought in any court in the United States or Canada.

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