Unless otherwise stated:\r\n\r\nThe term \u2018SG Accounting\u2019 or \u2018we\u2019 shall refer to SG Contractor Accounting Limited of SG House, 6 St Cross Road, Winchester, Hampshire, SO23 9HX or any other address from which the company may operate from time to time, otherwise known as SG or Stilwell Gray.\r\nThe term \u2018Client(s)\u2019 shall refer to an individual or group of individuals contracting with SG Accounting for the provision of the services stated below.\r\n\r\nThe term \u2018Fees\u2019 or \u2018Fees for Services Rendered\u2019 shall refer to the fees payable for the provision of the services stated below.\r\n\r\nThe term \u2018Package\u2019 shall refer to the specific package of benefits subscribed to by each client in accordance with their agreed fee.\r\n\r\nThe term \u2018Package Extra(s)\u2019 shall refer to specific benefits outside of the package to which a client is subscribed.\r\n\r\nThe following terms and conditions form part of the explicit terms of the contract for services between SG Accounting and its clients.\r\n\r\n1. Nature of Services\r\n\r\n1.1. SG Accounting contracts to provide Contractor Limited Company Fixed Fee Accountancy and Taxation Services to include:\r\n1.1.1. Preparation and submission of Abbreviated Accounts to Companies House\r\n1.1.2. Preparation and submission of Full Accounts to the HM Revenue and Customs\r\n1.1.3. Preparation and submission of Corporation Tax Return to the HM Revenue and Customs\r\n1.1.4. Preparation and submission of Annual Return to Companies House\r\n1.1.5. Preparation and submission of quarterly VAT Returns\r\n1.1.6. Preparation and submission of monthly PAYE Returns\r\n1.1.7. Preparation and submission of annual PAYE Returns including EPS, P11d and P60.\r\n1.1.8. Preparation and submission of a personal tax return for the Director including one additional employment page.\r\n1.1.9. Use of our office as a Registered Office Address\r\n1.1.10. Maintaining the Company Statutory Records\r\n1.1.11. Completion of SG Accounting standard format income\/status references\r\n1.1.12. Unlimited telephone and email support relating to your contractor tax affairs\r\n1.1.13. Advice on the claiming of expenses (we will provide you with a guide and discuss your particular circumstances).\r\n1.1.14. The free use of our SG Umbrella service, subject to conditions set out in section 4.\r\n\r\n2. Packages\r\n\r\n2.1. Each client shall be subscribed to a specific service package for the duration of their contract for services with SG Accounting.\r\n2.2. Each package shall include separate specific benefits which may change from time to time at the discretion of SG Accounting.\r\n2.3. Packages shall include a fixed monthly or yearly fee and these prices may change from time to time at the discretion of SG Accounting.\r\n2.4. SG Accounting shall endeavour to inform its clients about any changes to package specific benefits or fees.\r\n2.5. By default, all clients who have not indicated otherwise shall be deemed to have subscribed to the lowest priced of any of the packages currently offered by SG Accounting.\r\n2.6. Insurance policies for packages including insurance benefits will only be valid for the months for which a client has already paid the full fee for the package subscribed to.\r\n2.7. Insurance benefits in certain packages are provided by third party companies Hiscox and Abbey Tax. These third parties may change without notice.\r\n2.8. Clients who subscribe to packages including insurance benefits agree that their personal information may be provided to the third party for the purposes of providing the client with the insurance benefit.\r\n2.9. SG Accounting accepts no liability for the services of third parties provided as insurance benefits to a specific package or for any communications issued by the third party.\r\n\r\n3. Package Extras\r\n\r\n3.1. Clients subscribed to a specific package may choose to subscribe to additional benefits or \u2018package extras\u2019 which fall under other packages, for a fixed monthly fee.\r\n3.2. These package extras shall only be valid for the months for which the package extra has been paid.\r\n3.3. Claims under insurance package extras will only be valid if they fall within a month for which a client has already paid.\r\n3.4. Package extras are provided by third party companies Hiscox and Abbey Tax. These third parties may change without notice.\r\n3.5. Clients who subscribe to package extras agree that their personal information may be provided to the third party for the purposes of providing the client with the package extra benefit.\r\n3.6. SG Accounting accepts no liability for the services of third parties provided as package extras or for any communications issued by the third party.\r\n\r\n4. SG Umbrella Service\r\n\r\n4.1 When you have subscribed to one of our accountancy packages for your limited company, if required for your contract, we can process your payments via SG Umbrella on our \u201ccore\u201d package for no additional cost.\r\n4.2 We will continue to act for your limited company ensuring that it is available for you should you need to use the company for you a future contract.\r\n4.3 We reserve the right to impose a reasonable additional charge where the company has not been used for more than 12 months.\r\n\r\n5. Quarterly Management Accounts\r\n\r\n5.1. Whether subscribed to as part of a package or as a package extra, the accounts for \u2018Quarterly Management Accounts\u2019 will be prepared in alignment to the VAT quarter for the client.\r\n\r\n6. VAT\r\n\r\n6.1 We will discuss with you the registration thresholds for VAT and whether the use of the Flat Rate Scheme is appropriate. In our assessment of whether the Flat Rate VAT scheme is appropriate we will discuss with you and assess whether you meet the definition of a limited cost trader.\r\n6.2 We will only register you for the Flat Rate Scheme if you give us your express consent either in writing by email or via our sign up process.\r\n6.3 You will receive any profits generated from use of the scheme in full.\r\n\r\n7. Your responsibilities as a director\r\n\r\n7.1 Our services are designed to ensure you receive the appropriate support whilst operating as a director of a company. However, it is important that you acknowledge that in law, it is the directors of a company that are responsible for its operation. Those responsibilities include (but are not limited to):\r\n7.1.1 Follow the company\u2019s rules, shown in its articles of association\r\n7.1.2 Keep company records and report changes\r\n7.1.3 File your accounts and your Company Tax Return\r\n7.1.4 Tell other shareholders if you might personally benefit from a transaction the company makes\r\n7.1.5 Pay Corporation Tax\r\n\r\n8. IR35\r\n\r\n8.1 We will provide you with general advice about IR35 (often referred to as the \u2018off-payroll rules\u2019 or \u2018intermediaries legislation\u2019.\r\n8.2 We will request a copy of the written contract between you and your client\/agency and provide our expert opinion on the status of the contract based on our experience of IR35.\r\n8.3 You may also request a review of your working practices and to this end we will provide you with a questionnaire to complete.\r\n8.4 It is important that the information supplied to us is a true reflection of the actual working relationship between you and your end client.\r\n8.5 We cannot accept any financial responsibility where HM Revenue & Customs subsequently disagree with our opinion.\r\n\r\n9. Anti-Money Laundering Legislation\r\n\r\n9.1. All accountants must comply with onerous duties imposed by the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 (the \u201cAnti Money Laundering Legislation\u201d), which are intended to inhibit the activities of terrorists and other criminals by denying them access to technical expertise. If we fail to perform these duties, we risk imprisonment.\r\n9.2. Before we accept your instructions, we may need to obtain \u2018satisfactory evidence\u2019 to confirm your identity. In certain circumstances, we may need to obtain evidence confirming the identities of third parties, the source of any funds or other property, the purpose of any instructions or any other matter. We may also need to obtain such evidence after we have begun to act on your instructions. We may use third parties to validate the identification you have provided.\r\n9.3. We assume that our clients are honest and law abiding. However, if at any time, there appear to be grounds to suspect (even if we do not actually suspect) that your instructions relate to \u2018criminal property\u2019, we are obliged to make a report to the National Crime Agency (\u201cNCA\u201d), but we are prohibited from telling you that we have done so.\r\n9.4. In such circumstances, we must not act on your instructions without consent from NCA. If NCA do not refuse consent within 7 working days we may continue to act. If NCA issue a refusal within that time, we must not act for a further 31 days from the date of the refusal.\r\n9.5. \u2018Criminal property\u2019 is property in any legal form, whether money, real property, rights or any benefit derived from criminal activity. It does not matter who carried out the criminal activity or how removed the property is from the original crime. Even if you are honest in your dealings, if your property represents a benefit from someone else\u2019s crime, we must still make a report.\r\n9.6. Activity is considered \u2018criminal\u2019 if it is a crime under UK law, no matter how trivial For example, tax evasion is a criminal offence but an honest mistake is not. We will assume that all discrepancies are mistakes unless there is evidence to the contrary.\r\n\r\n10. Client Monies\r\n\r\n10.1. We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm\u2019s funds.\r\n10.2. If the total sum of money held on your behalf exceeds \u00a32,000 for a period of more than 2 months, or such sum is likely to be held for more than 2 months, then the money will be placed in an interest-bearing client bank account. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.\r\n10.3. If there are grounds to suspect (even if we do not actually suspect) that any monies held in a client account is derived directly or indirectly from any criminal activity whatsoever, we may not release such monies until we receive permission to do so from NCA.\r\n\r\n11. Fees for Services Rendered\r\n\r\n11.1. Our fees are set at market rate and are dependent on the specific package chosen by the client. Unless otherwise agreed, these fees are to be paid by the client by 12 monthly instalments, due by the first calendar day of every month.\r\n11.2. In the event that work has to be carried out for a client, which SG Accounting deems to be in excess of the services listed in paragraph 1 above or their set package, SG Accounting reserves the right to invoice the client for that additional amount.\r\n11.3. Such additional fees, as detailed in 7.2 above, will be paid by the client within 30 calendar days from the date of invoice.\r\n11.4. Interest will be charged on all overdue debts at the rate stated on the invoice, which is 8% above the Bank of England base rate.\r\n11.5. In the event that the company is unable to meet its liability in respect of our outstanding fees as and when they fall due then the company\u2019s directors would be personally, jointly and severally liable in respect of our outstanding fees.\r\n\r\n12. Commissions or other benefits\r\n\r\n12.1. In certain circumstances, commissions or other benefits may become payable to us in respect of introductions to other professionals or transactions we may arrange for you.\r\n\r\n13. Ownership of records\r\n\r\n13.1. In the event of non-payment of our fees for services rendered, we may exercise a particular right of lien over the books and records in our possession and withhold the documents until such time as payment of our invoice is received in full.\r\n\r\n14. File destruction\r\n\r\n14.1. Whilst certain documents may legally belong to you, unless you instruct us in writing to the contrary, SG Accounting shall destroy correspondence and other papers that we store which are more than seven years old, other than documents which we think may be of continuing significance.\r\n14.2. If the client requires the retention of any document, the client must notify SG Accounting of that fact in writing.\r\n14.3. Unless instructed otherwise in writing by the client, SG Accounting shall destroy all original documents immediately upon scanning to our systems.\r\n\r\n15. Complaints Policy\r\n\r\n15.1. We are committed to providing a high-quality accountancy service to all our clients. When something goes wrong, we need you to tell us about it. This will help us to improve our standards. If you have a complaint, please contact us with the details.\r\n15.2. In the first instance, your complaint should be made by email directly to your \u2018Client Director\u2019.\r\n15.3. Your Client Director will review your complaint fully within a maximum of 14 calendar days and discuss with you any proposed resolutions.\r\n15.4. If you remain dissatisfied with the outcome of our review, you may escalate your complaint to the Managing Director. Contact details will be provided upon request.\r\n\r\n16. Third parties\r\n\r\n16.1. All accounts, statements and reports prepared by SG Accounting are for your exclusive use within your business or to meet specific statutory responsibilities. They should not be divulged to any other party without our prior consent.\r\n16.2. No third party shall acquire any rights pursuant to our agreement to provide professional services.\r\n\r\n17. Applicable law\r\n\r\n17.1. This engagement letter is governed by, and construed in accordance with, the law of England and Wales. The Courts of England and Wales will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this these terms and conditions and any matter arising from them. Each party irrevocably waives any right it may have 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.\r\n\r\n18. Disclaimer\r\n\r\n18.1. We will not be liable for any loss suffered by you, the client, or any third party as a result of our compliance with the Anti-Money Laundering Legislation or any UK law or at all.\r\n18.2. We will provide our professional services outlined in these terms and conditions with reasonable care and skill. However we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or your or others\u2019 failure to supply any appropriate.\r\n\r\n19. Agreement of terms\r\n\r\n19.1. The terms and conditions will remain effective from the date of issue until it is replaced or terminated. Either party may vary or terminate our authority to act on your behalf at any time without penalty. Notice of termination must be given in writing.\r\n19.2. From time to time we may want to send you information about our services by post, telephone, email or SMS. By accepting these terms and conditions you are agreeing to us contacting you. If at any time you wish to opt out of any such communications please contact us in writing at firstname.lastname@example.org or by telephoning us on 01962 867550.