PLEASE READ THESE TERMS CAREFULLY TOUNDERSTAND THE BASIS ON WHICH WE PROVIDE THE SERVICES
TO YOU. This is a framework Agreement, covering all of the Services we offer. The Letter of Engagement will
identify and scope the particular Services applicable to you. Any reference in this Agreement to other Services
not included in your Letter of Engagement or subsequently agreed in writing can therefore be ignored.
1.1 This Agreement We are GREENHALGH JOHNSON LTD. (us/our/we), a limited company incorporated
in England and Wales with registration number 4628573 and our registered office at Greenhalgh
Johnson Ltd, Elland House 22 High Street Burgh-le-Marsh Skegness PE24 5JT.
1.2 The terms set out in this Agreement are the basis on which we will provide the Services to you and
will apply to the entire relationship between us and you.
1.3 By signing these terms, You accept them. We will refer to you as the Company (you/your/Company)
in the Letter of Engagement that forms part of this Agreement as a legally binding contract with us.
You also represent and warrant that you have all necessary capacity and authority to enter into this
Agreement on behalf of such entity. If you do not have such capacity or authority or do not wish to
accept this Agreement, you must not proceed to sign this Agreement.
1.4 We may update any part of this Agreement or other documents referred to in it from time to time, by
notifying you by reasonable means (including e-mail). If you do not agree to any such update, you
should let us know and if we cannot agree an amendment, we are both satisfied with, you may
terminate this Agreement with notice in writing and stop using the Services.
2. Definitions
The terms used in this Agreement, the Schedules, annexures, and Letter of Engagement will have the
meanings as set out below:
2.1 “Ad-Hoc Services” means, when you engage us to provide a limited range of Services (only) or to
complete a particular project and not on an ongoing basis beyond that.
2.2 "Agreement/Terms and Conditions" means this document together with all schedules and
annexures, including the Letter of Engagement (which is incorporated hereto by reference), unless
explicitly stated otherwise.
2.3 “Amended Services” means the Services with any amendments or additional Services as we agree to
from time to time which will amend the initial Services in terms of the Engagement Letter on written
confirmation of it by us.
2.4 “Anti-Money Laundering Legislation/AML” means collectively the Proceeds of Crime Act 2002, the
Terrorism Act 2000, and The Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any other legislation with the same objective from
time to time.
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2.5 "Applicable Law/s" means all laws, regulations, directives, statutes, subordinate legislation, and
common law that apply to the Parties and their obligations under this Agreement in any territory.
2.6 "Business Day" means any day (other than Saturday or Sunday) on which ordinary banks are open for
their full range of normal business in London.
2.7 "Services" means any service provided by us to you in terms of this Agreement.
2.8 "CIMA”meansthe Chartered Institute of Management Accountants.
2.9 “Commencement Date” means the date the Agreement and Services will start as set out in the Letter
of Engagement.
2.10 “Confidential Information" all information (whether in oral, written, or electronic form) relating to
our business, technology, know-how or Intellectual Property Rights which may reasonably be
considered to be confidential in nature; any manuals and user guides relating to our Services; all
information relating to our pricing terms; and all passwords and access details for our Services; any
flaws in our Services.
2.11 "Data Protection Laws" means, all data protection and privacy legislation as applicable and binding
on either Party, the UK GDPR, the Data Protection Act 2018 (and its regulations), the Privacy and
Electronic Communications Regulations 2003 (SI 2003/2426) and any laws which implement, replace,
extend, re-enact, consolidate, or amend any of the above, including the codes of practice issued by
the Information Commissioner (ICO) from time to time.
2.12 “Fees” means any and all amounts due by you to us for carrying out the Services in terms of this
Agreement and the Letter of Engagement, as set out in the Letter of Engagement and will be payable
in Pound Sterling.
2.13 “Force Majeure” means any event or sequence of events beyond a Party’s reasonable control
preventing or delaying it from performing its obligations under this Agreement (provided that an
inability to pay is not Force Majeure) and which it could not have reasonably foreseen.
2.14 “Initial Term” means the period you sign up for with us, to provide you with the Services, from the
Commencement Date to the end of a minimum commitment period, as set out in the Letter of
Engagement.
2.15 "Intellectual Property Rights" means any and all copyright, rights in inventions, patents, know-how,
trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database
rights, domain names and all similar rights and, in each case: whether registered or not; including any
applications to protect or register such rights; including all renewals and extensions of such rights or
applications; whether vested, contingent, or future; and wherever existing.
2.16 "Invoice" means a document created by us that details the Fees applicable to the Services and serves
as a formal request for payment.
2.17 “Letter of Engagement” means the formal letter that outlines your engagement of us, details of the
Statement of Facts/scope, period, and specific services you wish to engage us on, which forms part of
and is incorporate to this Agreement by reference.
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2.18 “NCA” meansthe National Crime Agency.
2.19 "Party" or the "Parties" refer to the partiesto this Agreement.
2.20 “Package” means the predefined bundle of Services you chose as confirmed in the Letter of
Engagement.
2.21 "Personal Data" has the meaning given to it Under the UK General Data Protection Regulation (UK
GDPR and essentially means any information that can be used to identify an individual (“Data Subject”)
either directly or indirectly. This can include things like names, addresses, phone numbers, email
addresses, IP addresses, location data, biometric data, and more. It also includes factors specific to
the person's identity.
2.22 “Personnel” means any employee, consultant, representative, director, shareholder or other person
or entity acting on a Party’s behalf.
2.23 “Services” means the accounting and related services described in the Letter of Engagement, to be
provided to you in line with the Letter of Engagement, which could be a Package or Ad-Hoc Services.
2.24 "Software" meansthe software owned by us used in the provision of the Service.
2.25 “Specialist” means a professional who possesses specific expertise, knowledge and training in the
intricacies of a particular subject matter such as taxation.
2.26 “Statement of Facts” means the initial facts and scope of Services we will perform for you, on which
basis the Letter of Engagement is entered.
2.27 “Term” means the period this Agreement is in effect for, from the Commencement Date until
terminated in terms hereof.
2.28 "UK GDPR" means the retained version of Regulation (EU) 2016/679 (the “GDPR”) as it is applied in
the United Kingdom with effect from 1 January 2021, as amended from time to time and any successor
legislation.
2.29 “VAT” means Value Added Tax as governed by the Value Added Tax Act 1994.
2.30 “Work” means any product created in the course of providing the Services (in any form, whether a
draft, final, stand-alone document or prepared in conjunction with other documents or persons),
including but not limited to existing material, reports, e-mails, notes and working papers.
2.31 Any reference to the Letter of Engagement means the Letter of Engagement together with this
Agreement as if these terms was set out in the Letter of Engagement.
3. Term
3.1 This Agreement will come into force on Commencement Date and be in force for the Initial Term,
whereafter it will automatically renew for further periods equal to the initial Term (each a “Renewal
Term”), unless terminated by you in writing with no less than 3 (three) months’ notice before the end
of the Term (i.e., month 9 of 12-month Initial Term), or any Renewal Term, or terminated earlier in
terms of this Agreement.
3.2 Take note that, except for once-off Ad-Hoc Services, all our Fees for Package Services or Ad-Hoc
projects are calculated based on the assumption that such period or project will be completed or for
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a minimum commitment period (for example 12 (twelve) months) and are evenly spread across this
period. This calculation accounts for costs associated with (but not limited to) client onboarding,
software licenses, resources, insurance, and other preliminary and ongoing activities required to
initiate and maintain the Services throughout the period/project.
4. Appointment & Our Responsibilities
4.1 We are a member of a global group of companies (“DNS Firms”), each with a separate legal entity.
4.2 We may subcontract portions of the Services to other DNS Firms who may deal with you directly.
Despite this, we alone with be responsible to you for the Work, the performance of the Services and
other obligations under this Agreement.
4.3 We are committed to upholding professional standards in our interactions with clients, employees,
staff, regulators, and others and will carry out the Services with the necessary care and skill. Our
Services and work are performed in line with the CIMA Code of Ethics, reflecting good industry practice
and maintaining the respectability of the profession. You can review this code at
www.cimaglobal.com.
4.4 This Agreement with you is exclusively for the Services set out in the Engagement Letter and this
Agreement and not intended to imply that we will handle any Services outside of that for you unless
agreed so in writing.
4.5 Our Work is for your exclusive use and may not be used by anyone else or in any other way than
intended. Unless we provide our consent:
(a) our Work must not be relied on by anyone other than you;
(b) you must not name us or refer to us, our Work or Services in any written materials, other than
to your professional advisers, in any publicly filed documents or as required by law;
(c) We will have no liability to any parties except you and any third parties to whom our advice is
expressly addressed;
(d) We accept no responsibility to third parties, including any group company to who 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. Except as expressly mentioned in these
terms, it is not intended by the Partiesto this Agreement that any term which may be interpreted
as conferring a benefit on any person who is not a Party to this Agreement should be enforceable
by such party, whether under the provisions of the Contracts (Rights of Third Parties) Act 1999
or otherwise.
4.6 If you provide a copy of any Work to any of your professional advisors or any other person with our
consent, you must ensure that they are aware of and comply with the limits placed on the use and
disclosure of our Work (including that they may not rely on the Work) and treat our Work as
confidential.
4.7 Our advice may be time-sensitive, meaning that laws and practices may change over time and that
advice that was relevant at a particular time may no longer be so in future. The advice that we will
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provide will be prepared on the basis of the then current tax legislation and HMRC practice,
concessions, and interpretations. If these change, then the changes may be applied retrospectively,
which is not within our control or liability.
4.8 Further, advice will be on the current position and will not consider historical planning, restructuring
or advice not undertaken by us. We will not be responsible to refresh or update advice due to changes
unless requested to do so and agreeing to undertake this in writing or in terms of an amendment to
the Engagement Letter and the Services scoped.
4.9 Our advice and Services are limited to that of accountants (including advice on transactions and
restructuring). You should seek the appropriate legal advice from a solicitor when and where
appropriate.
4.10 You acknowledge that use of, or reliance on our Work by a person other than you may expose us to a
claim from a person whose interests we have not considered in providing the Services. You will
indemnify us against any loss we suffer or incur as a result of any distribution to, use of and/or reliance
on any Work by a third-party or Specialist to the fullest extent permissible in law.
4.11 Our official advice related to our Work is provided through documents with our letterhead or DNS
Firm branded reports. Please rely on these written forms for any definitive guidance. Other forms of
communication, like oral remarks, are not intended as formal advice.
4.12 We strive to offer a high-quality service that meets your needs. If anything, however, arises that you
are not satisfied with, please reach out to our Group Operations Director Gary Zouvani on
[email protected] as soon as possible and mark your communication clearly as a complaint.
4.13 We're committed to addressing any concerns you might have. If you bring a complaint to our
attention, we will investigate it thoroughly and take fair steps towards resolution. If you're still not
content with the outcome, you have the option to approach our governing body, CIMA at
www.cimaglobal.com.
4.14 We are not authorised by the Financial Conduct Authority to conduct Investment Business.
4.15 Where requested or required, we may introduce you to third-party suppliers and Specialists, for
instance in relation to tax, mortgages, financing, software products or insurance and various other
products. It is important to note that:
(a) We may get an introduction commission on the making of such referrals. We will at all times
comply with the relevant provisions of the Bribery Act 2010 and have your best interest in mind
in line with our professional duties, when doing so;
(b) We cannot be held liable for any losses you may incur using the Services of such third-party
suppliers and Specialists and you may be subject to their terms and conditions over which we
have no control or insight. It remains your responsibility to properly vet any such third-party
suppliers and Specialist by doing due diligence on them before engaging them and you are at no
time obliged to use them above any other supplier or Specialist you prefer;
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(c) We will not be liable for any losses, penalties, surcharges, interests, or additional tax liabilities
that are caused by the acts or omissions of any Specialist introduced by us.
5. Tax Planning and Advice
5.1 We will not provide tax compliance Services unless covered by a separate engagement letter orstated
in your Letter of Engagement and specifically agreed to in writing.
5.2 Concerning the Automatic Exchange of Information (AEOI), including FATCA, unless covered
separately, we are not responsible for compliance with the International Tax Compliance Regulations
2015. However, if needed, we can offer advice on these Regulations' requirements and help set up
systems for AEOI compliance.
5.3 We may provide generic tax advice and support in relation to your tax affairs from time to time,
however for comprehensive and advanced tax planning, you may be introduced to Specialist advisors.
5.4 Tax planning has inherent risks involved, such as changes in tax laws or treatments, and we can only
advise on the position as at the time of the advice. You will need to assess the risks of following such
structures proposed with a long-term view in mind and understand that it may change over time.
5.5 While we will, in line with our professional duties, endeavour to ensure that any tax structure
proposed to you is effective, you will appreciate that the outcome of any tax planning is never
guaranteed.
5.6 Due to the nature of the work involved, we do not guarantee a successful outcome on any submissions
or appeals made to HMRC. Your tax position depends on your own particular circumstances, and there
is no guarantee that HMRC will agree that the tax relief proposed will be applicable in your
circumstances.
5.7 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. If you wish to be able to rely on that advice,
you must ask for the advice to be confirmed by us in writing.
5.8 Prior to you undertaking any transactions, ensure you have received a detailed letter of advice setting
out our understanding of the tax implications arising and any associated risks. The tax treatment of
any transaction can always be challenged by HMRC e.g., on the basis that HMRC assigns a different
Interpretation to the legislation, which is out of our control and for which we accept no liability
whatsoever.
5.9 If a trust is created as a result of any proposed transaction, then we are not assumed to be advising
the trustees unless we enter into a separate Agreement and Letter of Engagement with them.
IR35 Reviews for contractors
5.10 Ourturnaround time for IR35 reviews is 3-5 business days after receiving all the necessary paperwork.
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5.11 IR35 Reviews must be carried out on an assignment-by-assignment basis, in respect of each new
contract signed to ensure contractors remain IR35 compliant.
5.12 The nature of the IR35 legislation is such that it is based substantially upon subjective analysis of the
facts and interpretation at the time. We are unable to guarantee a successful outcome if HMRC was
to challenge you.
6. Your Responsibilities
6.1 You will be fully liable for your Personnel’s actions and compliance with this Agreement.
6.2 You agree to work with and co-operate with us, granting us unrestricted access to your relevant
business records and other necessary information as well as ongoing access to relevant business
software, to enable us to perform our Services efficiently.
6.3 Additionally, before we start, we will agree on the types of business records and other information
that you should maintain. We will also determine the timeline for you to share these records and
information with us, currently set out in Schedule 2.
6.4 Without limiting your obligations under clauses 6.2 and 6.3, you or your Personnel will, in a timely and
efficient manner:
(a) Provide us with your business records, information, and answers to any questions we may have
about your accounting in the timescales communicated to you and set out in Schedule 2. Your
failure to adhere strictly to such dates may result in penalties, interests, costs and more, which
we will not be liable for, and you indemnify us to the fullest extent permissible in law against any
of these financial and other penalties against you which is due to your breach of these
timeframes or information being incorrect or incomplete;
(b) Maintain and share a thorough record of all receipts, be it via credit card, bank, or cash;
(c) Identify all cash receipts by source (for instance, loans,sales, etc.) and provide details on all cashbased transactions.
(d) Share and link your bank accounts to the relevant software we may use from time to time or
share it electronically;
(e) Share your bank deposit books and receipts with us (if applicable);
(f) Keep and share a record of all payments, whether made by credit card, bank, or cash;
(g) Provide relevant bank cash transfer information, both receipts and payments;
(h) Keep and share all bank and credit card statements, documented cheque stubs, and cancelled
cheques with us;
(i) Provide us with all sales and purchase invoices with us. These should be clearly marked to
indicate whether they are paid or unpaid, and if paid, the method of payment should be specified
(bank, cash, credit card);
(j) Provide us with copies of other essential financial documents, such assummaries of cash receipts
and sales, listings of accounts receivable and accounts payable;
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(k) Provide us with documentation of property and equipment transactions, including purchases,
trades, sales, and other dispositions;
(l) Inform us about any mortgages, pledges of business assets, personal guarantees or debts, leases,
or any other data that might affect your business operations;
(m) Provide us with any other financial details vital for maintaining accurate accounting records and
a trial balance as detailed in Schedule 2.
6.5 If you do not meet the obligations outlined in clauses 6.1 to 6.4 and Schedule 2 in a timely manner, it
could hinder our ability to provide Services. In such cases, we may either suspend our Services or
terminate our engagement in addition to charging the additional fees set out.
6.6 It is your responsibility to ensure that your business activities are conducted with integrity. You must
also safeguard your business assets and take necessary steps to prevent and detect fraud and other
irregularities.
6.7 You are in particularresponsible for:
(a) Safeguarding and maintaining your business records, ensuring their security, and preventing
fraud;
(b) Making certain that all financial information, whether used by the business or for accounting
records, is accurate and comprehensive;
(c) Retaining the documentation required to validate transactions reflected in any management or
audited accounts or statutory returns;
(d) Adopting solid accounting practices, maintaining an efficient accounting system, safeguarding
assets, authorising transactions, and retaining supporting documentation forthese transactions;
(e) Makingmanagement decisions and carrying out managerial functions;
(f) Designating a skilled employee to oversee the Services we offer and evaluating the results of
these Services;
(g) Designing, maintaining, and implementing internal control systems that ensure the preparation
of proper financial statements and fraud prevention;
(h) Informing us of any known or suspected fraud affecting you that involves management,
Personnel with significant roles in internal control, or others where the fraud might have a
considerable impact on the financial statements;
(i) Notifying us about your knowledge of any known, alleged, or suspected fraud affecting you, as
well as any allegations of fraud from Personnel, former Personnel, regulators, or others;
(j) Making sure you comply with all pertinent laws and regulations.
7. Fees & Payment
Fees
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7.1 Fees may be charged as a fixed amount (per project or Package) or based on time spent, as outlined,
and agreed in the Letter of Engagement. Any estimates for Ad-Hoc Services and/or Fees are based on
our initial understanding of the work required and scoped specifically accordingly.
7.2 We reserve the right to increase the Fees for any Services at any time with notice to you provided that
we will not be entitled to increase the Fees on less than 30 (thirty) days prior notice.
7.3 If tasks fall outside the Statement of Facts as per your Letter of Engagement or are more demanding
than anticipated, we may adjust our Fees accordingly with notice to you.
7.4 In particular, our Fees will change if:
(a) Your business's transactions or turnover differ by more than 10% from the information you
provided;
(b) The Statement of Facts changes, necessitating work outside this initial scope we agreed and
estimated for.
7.5 If you have a Package, Fees will be subject to an annual adjustment in line with the RPI rate in England,
with 30 (thirty) days’ notice to you for both monthly and yearly Packages.
7.6 If you don't agree with the Fee changes, you may give the standard 3 (three) month cancellation notice
and exit this Agreement without penalty. If we don't hear from you within 7 (seven) days of sending
you the new Fee changes, we will assume you accept the new Fees.
7.7 For Ad-Hoc Services, we require full payment upfront, unless we agree otherwise in writing.
7.8 Your invoice will include our Fees and any related expenses. We will always discuss extra costs with
you before incurring them.
7.9 VAT will be payable on all Fees.
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