Tn6 Ltd Standard Terms and Conditions of Business

These terms and conditions outline the general terms under which we undertake our business. They should be read in conjunction with our Privacy Notice. Specific terms relating to individual assignments will be detailed separately in a Letter of Engagement.

1. Applicable Law

1.1. Our engagement letter, the schedule of services and our standard terms and conditions of business are governed by the laws and practices of England. All parties agree that the courts of England shall have exclusive jurisdiction over any claims, disputes or differences arising from this engagement. Each party irrevocably waives any right to object to proceedings being brought in these courts, to claim that the action has been brought an inappropriate forum, or to claim that those courts do not have jurisdiction.

1.2. We do not accept responsibility if you act on advice previously given by us without confirming its continued validity in light of changes in law or your circumstances. We are not liable for any losses resulting from legal changes or reinterpretations occurring after the date the advice was provided.

2. Authorisation and registration

2.1. TN6 Ltd is registered with the Association of Chartered Certified Accountants (ACCA) as Chartered Certified accountants. You can find us listed in the ACCA register of members at: http://www.accaglobal.com/uk/en/member/find-anaccountant/directory-of-member.html

2.2. We are also registered as auditors in the UK by the ACCA. Details of our audit registration can be found at: www.auditregister.org.uk – Registration Number 2538554.

3. Client identification and verification

3.1. As with all professional services firms, we are required to identify and verify our clients in accordance with UK anti-money laundering legislation. Except in exceptional circumstances we cannot begin work until this requirement has been fulfilled. We may request and retain information or documentation as necessary for this purpose and may also conduct searches using appropriate databases, including ID verification software. If you engage in business activities that requires supervision under anti-money laundering regulations – such as accepting or making high-value cash payments of £10,000 or more (or equivalent in any currency) in exchange for goods – you must inform us. Any personal data you provide for compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be used solely for the purpose of preventing money laundering or terrorist financing. We will not use this data for any other purpose unless permitted by law or with the explicit consent of the data subject.

4. Client money

4.1. We do not hold client money under any circumstances.

5. Commissions and other benefits

5.1. In some circumstances, we may receive commissions and/or other benefits for introductions to other professionals or in respect of transactions that we arrange for you. Where this occurs, we will notify you in writing of the amount and terms of any such payment. This also applies where payments are made
to, or transactions are arranged by, a person or business connected with us. Please note that any commissions or benefits received will not reduce the fees we charge for our services.

6. Quality of service

6.1. We are committed to always providing a high standard of service. If you have suggestions for improvement or are dissatisfied with any aspect of our service, please contact Luke Woodhams directly.

6.2. We will investigate any complaint carefully and promptly and do our best to explain the situation and resolve the issue. If you are not satisfied with our response, you may escalate the matter to the
Association of Chartered Certified Accountants (ACCA). Complaints should be raised within six months of completing our internal complaints procedure. Where appropriate, ACCA may offer alternative dispute resolution through its Conciliation Service. For more information, visit www.accaglobal.com

6.3. Please note that under the Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) Regulations, we are not obliged to submit to ACCA’s conciliation process.

7. Confidentiality

7.1. All communication between us is treated as confidential. We will take all reasonable steps to protect your information and will not disclose it unless required to do so by, law, regulatory bodies, our insurers or an external peer review process. This duty of confidentiality applies both during and after the
engagement, unless you authorise us in writing to disclose information on your behalf.

7.2. We may occasionally subcontract work to other tax or accounting professionals. Any subcontractors will be bound by our client confidentiality and data security obligations as our own staff.

7.3. We will inform you in advance if we intend to use a subcontractor, unless your data remains within our systems and the subcontractor is subject to confidentiality terms equivalent to those of an employee.

7.4. This confidentiality commitment is in addition to our obligations under the section: Data Protection.

8. Conflicts of interest

8.1. We will inform you promptly if we become aware of any conflict of interest that could affect our relationship with you. If a conflict arises that cannot be managed in a way that protects your interests, we regret that we may be unable to continue providing services. If a conflict can be managed through appropriate safeguards, we will implement those measures to ensure your interests are protected.

8.2. We reserve the right to act for other clients whose interests may differ from – or even conflict with -yours, provided we continue to meet our obligations of confidentiality as outlined above.

9. Data Protection

Definitions for the purposes of this section:
‘Client personal data’ refers to any personal data provided to us by you, or on your behalf, in connection with the services we provide.
‘Data protection legislation’ includes all relevant UK laws and regulations relating to the processing of personal data and the privacy of electronic communications.Terms such as ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ have the meanings given to them under the applicable data protection legislation.
‘PECR’ refers to the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020

9.1. We are committed to complying with all applicable data protection legislation, including the Data Protection Act 2018, the UK General Data Protection Regulation (UK GDPR), and the Privacy and Electronic Communications Regulations (PECR), as amended or updated from time to time.

9.2. We and you are each considered independent data controllers in relation to client personal data. Each party agrees to comply with all applicable data protection obligations.

9.3. Our responsibilities:
We process personal data only where necessary for:

• Performing our contract with you,
• Meeting legal and regulatory obligations, including crime prevention,
• Contacting you about other services (where you have given consent),
• Protecting our legitimate interests, such as defending against potential claims or disciplinary action. This may include updating client records, internal analysis, and statutory returns.

9.4. Your Responsibilities: You must only disclose personal data to us where:

• You have provided the necessary information to the relevant data subjects (you may refer to our [Privacy Notice] for this purpose)
• You have a lawful basis for doing so, such as the data subject’s consent
• You have complied with all applicable requirements under the data protection legislation

9.5. Professional Obligations: As a member firm of the Association of Chartered Certified Accountants (ACCA), we are required to allow access to client files and records for regulatory and ethical oversight.

9.6. Further Information: For more details on how we handle personal data, please refer to our Privacy Notice, which should be read alongside these terms and conditions. If you have any questions about our data protection practices, please contact us.

10. Disengagement

10.1. Should we resign or are requested to resign, a disengagement letter will normally be issued to confirm the end of our engagement and clarify our respective responsibilities. If we have no contact with you for twelve months or more, we may also issue a disengagement letter cease to act on your behalf. Following termination, we reserve the right to destroy any documents belonging to you that we have been unable to return after a period of six months, unless we are required by law or regulation to retain them for longer.

11. Communication

11.1. We will communicate with you – and with any third parties you authorise – via email or by other electronic means, as instructed. It is your responsibility to ensure that emails and any attachments are viruschecked upon receipt.

Please note the following risks associated with electronic communication:

• Non-receipt or delayed receipt,
• Inadvertent misdirection
• Interception by third parties
• Corruption or alteration after dispatch

11.2. While we use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices, electronic communication is not totally secure. We cannot accept responsibility for:

• Damage or loss caused by viruses,
• Corrupted or altered communications after dispatch.
• Accidental errors or issues, particularly involving commercially sensitive material.

11.3. By choosing electronic communication, you accept these risks in exchange for greater efficiency and reduced costs. If you do not wish to accept these risks, please inform us and we will communicate via hard copy – except where electronic submission is legally required.

11.4. Postal Communication – Any documents we send by post are deemed to arrive at your postal address two working days after the date of posting.

11.5. Access to HMRC Records – When accessing your information electronically via HMRC systems, we may see more data than is strictly necessary. We will only access records reasonably required to fulfil our contractual obligations.

11.6. Keeping Contact Details Updated – You are responsible for keeping us informed of any changes to your contact details. This ensures that communications and documents are not sent to an incorrect address.

12. Fees and Payment Terms

12.1. 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 that we provide, as well as the level of risk.

12.2. If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that 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.

12.3. Where 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.

12.4. In some cases, you may be entitled to assistance withyour 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.

12.5. We will normally invoice for our services as a fixed monthly and these invoices will be payable upon presentation by a monthly “direct debit” using our GoCardless system, or, subject to our agreement, by
other means. Other invoices issued periodically are due for payment within 30 days of issue. 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.

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

12.7. We reserve the right to charge interest on late paid invoices at the rate of 0.5% per month under the Late Payment of Commercial Debts (Interest) Act 198. 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.

12.8. 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.

12.9. 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. On termination of the engagement, you may appoint a new adviser. Where a new adviser requests professional clearance and handover information, we reserve the right to charge you a reasonable fee for the provision of handover information.

13. Implementation

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

14. Intellectual property rights

14.1. 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 otherwise.

15. Interpretation

15.1. If any provision of this engagement letter, schedules of services or standard terms and conditions is held to be void, then that provision will be deemed not to form part of this contract, and the remainder of this agreement shall be interpreted as if such provision had never been inserted. 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.

16. Internal disputes within a client

16.1. If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the organisation, it should be noted that where our client is the business, 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 primary address for the attention of the individuals concerned. If conflicting advice, information or instructions are received from different parties in the business, we will refer the matter back to the responsible individuals and take no further action until the parties have agreed the action to be taken.

17. Investment advice (including insurance mediation services)

17.1. Investment business is regulated under the Financial Services and Markets Act 2000. 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 Conduct Authority, or the Prudential
Regulation Authority or licensed by a Designated Professional Body as we are not authorised to give such advice. If, during the provision of taxation services to you, you need advice on investments, we
may have to refer you to someone who is authorized by the Financial Conduct Authority. However, as we
are licensed by the Association of Chartered Certified Accountants (ACCA), we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. Such services may include [specify the nature of any exempt regulated activities the firm undertakes]

18. Lien

18.1. In so far 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.

19. Limitation of liability

19.1. 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.

20. Exclusion of liability for loss caused by others

20.1. Exclusion of liability for loss caused by others 20.1. 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.

20.2. Where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

21. Exclusion of liability in relation to circumstances beyond our control

21.1. 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.

22. Exclusion of liability relating to the discovery of fraud, etc.

22.1. 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.

22.2. 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.

23. 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 by you or by any person for whom you are responsible 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.

24. Limitation of aggregate liability

24.1. Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, its proprietor, agents and employees to all persons to whom the
engagement letter is addressed and also any other person that we have agreed with you may rely on our work. By signing the engagement letter, you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.

24.2. 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.

25. Limitation of Third-Party Rights

25.1. 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. 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. 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.

25.2. 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.

25.3. If it is proposed that any documents or statements which refer to our name are to be circulated to third parties, please consult us before they are issued.

26. Money Laundering Regulations 2007

26.1. In accordance with the Proceeds of Crime Act, The Terrorism Act, Money Laundering Regulations 2017 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided, or information disclosed to the National Crime Agency (NCA).

26.2. You also acknowledge that we are required to report directly to the NCA 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.

26.3. As with other professional services firms, we are required to have appropriate risk-based policies and procedures for assessing and managing money laundering risks: this applies at the start of any business relationship and through the lifetime of the relationship. This includes undertaking appropriate customer due diligence.

26.4. 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.

26.5. Copies of such records created as part of the client due diligence process, including any non-engagement documents relating to the client relationship and ongoing monitoring of it, will be retained by us for a period of five years after we cease to act for the business unless we are required to retain them under statutory obligation, or to retain them for legal proceedings, or you consented to the retention in which case the records will be retained for not more than 10 years.

27. Notification

27.1. We shall not be treated as having notice, for the purposes of our audit, accounts and 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).

28. Period of engagement and termination

28.1. Unless otherwise agreed in the engagement covering letter our work will begin when we receive your implicit or explicit acceptance of that letter.

28.2. Except as stated in that letter we will not be responsible for periods before that date. 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.

28.3. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

28.4. 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 termination.

28.5. If you engage us for a one-off piece of work (for example advice on a one-off transaction or preparation of a tax return for one year only) the engagement ceases as soon as that work is completed.

28.6. The date of completion of the work is taken to be the termination date, and we owe you no duties and we will not undertake further work beyond that date.

28.7. Where recurring work is provided (for example ongoing compliance work such as the completion of annual tax returns) the engagement ceases on the relevant date in relation to the termination as set out above.

28.8. Unless immediate termination applies, in practice this means that the relevant termination date is:

• 21 days after the date of notice of termination; or
• a later agreed date

28.9. We owe you no duties beyond the date of termination and will not undertake any further work.

29. Professional body rules

29.1. We will observe and act in accordance with the byelaws, regulations and ethical guidelines of the Association of Chartered Certified Accountants (ACCA) and will accept instructions to act for you on this basis.

29.2. You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

29.3. You give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning that breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule.

29.4. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

29.5. You can see copies of these requirements at our offices. These requirements are also available online at bit.ly/ACCA-rules-standards

29.6. The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business.

30. Reliance on advice

30.1. 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 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. However, bear in mind that advice is only valid at the
date it is given.

31. Retention of papers

31.1. You have a legal responsibility to retain documents and records relevant to your tax affairs. During our work, we may collect information from you and others relevant to your affairs. We will return any original documents to you if requested. When we cease to act for you, we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately. Documents and records relevant to your affairs are required by law to be retained as follows:

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.

31.2. While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old. This includes your
documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return or retention of any specific documents for a longer period.

31.3. You should retain documents that are sent to you by us as set out in the privacy notice, which should be read alongside these terms and conditions.

32. The Provision of Services Regulations 2009 (‘Services Directive’)

32.1. In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage are available upon request.

33. Timetable

33.1. The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis. The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us. 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.