These terms and conditions should be read alongside the privacy notice.

1. Applicable law
   Our engagement letter to which these standard terms and conditions of business correspond (our "engagement letter"), the corresponding schedule of services and these standard terms and conditions of business (which together represent "this engagement" or "this agreement" or other term or phrase used herein reasonably capable of being construed with the same meaning) are governed by, and should be construed in accordance with, English law and practice. Each party agrees that the English courts will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. 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.
2. Client identification and verification
   As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. Save in exceptional circumstances we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.
3. Commissions and other benefits
   In rare 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 happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits, in order to ensure full transparency.
4. Complaints
5. We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact the director who signed our engagement letter in the first instance. Where your complaint relates to that person, you should instead please contact David Bateman. We agree to look into any complaint carefully and promptly and do everything reasonable to try and resolve it. If you are still not satisfied you can refer your complaint to our professional body, the Chartered Institute of Taxation.
6. David Bateman may be contacted at: Lutea Administration Limited, Unit2F17, The Square, Basing View Basingstoke, Hampshire, RG21 4EB, on the telephone on 01256 340960 or by email: dbateman@luteauk.com
7. Confidentiality
8. Communication between us is and will be confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in our privacy notice. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
9. We may, on occasions, subcontract work on your affairs to others. The subcontractors will be bound by confidentiality obligations.
10. Conflicts of interest
11. If there is a conflict of interest in our relationship with you or in our relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.
12. Where conflicts are identified that cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject, of course, to the obligations of confidentiality referred to above.
13. Data protection
    You acknowledge that we will act in accordance with the privacy notice we have supplied to you or as updated and made available to you.
14. Disengagement
15. Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
16. Should we have no contact with you for a period of 180 days or more, we may issue to your last known address a disengagement letter and thereafter cease to act.
17. We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.
18. Electronic and other communication
19. As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.
20. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use commercially available virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses, or for communications that 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 your private, proprietary, confidential or commercially sensitive material. Whilst we take technological, physical and procedural measures that we consider are reasonable and proportionate to seeking to ensure that your information is not used on an authorised basis in compliance with applicable law, you will appreciate that if you use and/or permit or instruct (expressly or by course of your actions, for example by using electronic means to communicate with us in relation to your matters that are related to our services to you, that you accept the inherent risks of using electronic communication in favour of the convenience and reduced cost to you of you and (requiring us) to use non-electronic means of communications between us in relation to the supply of our services to you. If you do not wish to accept those risks, please let us know and we will communicate by hard copy only (charging accordingly), other than where electronic submission is mandatory.
21. Any communication by us to you sent through the post or DX system is deemed to arrive at your postal address two working days after the day that the document was sent (provided it was properly addressed with the latest address corresponding to you that you notified us of in writing prior to the posting of such communication).
22. When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out our services to you.
23. You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.
24. Fees and payment terms
25. 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.
26. 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.
27. 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.
28. 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 or a company of this group, 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.
29. We will bill quarterly, and our invoices are due for payment within 30 days of issue unless there is a specific written agreement concerning the billing arrangement, but all fees are due within 30 days of issue of the invoice. 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.
30. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
31. Where this agreement exists between us and a purchaser acting in the course of a business we reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of England base rate 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 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.
32. 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.
33. On termination of the engagement you may appoint a new administrator. Where a new administrator requests professional clearance and handover information we reserve the right to charge you a reasonable fee for the provision of handover information.
34. Implementation
    We will only assist with implementation of advice if specifically instructed and agreed in writing.
35. Intellectual property rights
    We (or our licensors) will retain all ownership, title, copyright and other intellectual property rights in and to all materials, reports, written advice or other materials developed, designed or created by us during the course of carrying out the engagement and/or supplying any service to you (including systems, methodology, software, know-how and working papers). We grant you a royalty-free licence to use those materials, but only for the purposes (and for the period of time that is reasonably commensurate with the purposes) for which they were created or made available under this agreement and only for as long as this agreement remains in force.
36. Interpretation
37. If any provision of this agreement is held to be void, then that provision will be deemed not to form part of this agreement and the remainder of this agreement shall be interpreted as if such provision had never been inserted.
38. In the event of any conflict between these standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.
39. Internal disputes within a client
    If we are notified of any material dispute that between any of the parties who own or are in some way involved in the ownership and management of a client of ours that is a body corporate or firm or an unincorporated association (a "Business Client") where such dispute is relevant or potentially relevant to the supply of or the subject matter of our services to that Business Client, we reserve the right and shall be entitled (without prejudice or limitation to our right to charge for our services) to suspend providing any information or services to any one of those parties in that dispute without the express knowledge and permission of all the other of those parties in that dispute. Unless otherwise agreed by all those parties in that dispute, 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 persons who are directors/principals/shareholders of our Business Client, we will refer the matter back to the most senior management of our Business Client and take no further action until such senior management has agreed the action to be taken and confirmed its corresponding instructions to us in writing.
40. Investment advice (including insurance mediation services)
41. Investment business is regulated under the Financial services and Markets Act 2000.
42. If, during the provision of taxation services to you, you need advice on investments, we will have to refer you to someone who is authorised by the Financial Conduct Authority.
43. Lien
    Insofar as we are 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.
44. Limitation of liability
45. We will provide our services with reasonable care and skill. To the fullest extent permitted by law, our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence, fraud or wilful default.
46. Exclusion of liability for loss caused by others
47. We will not be liable if such losses, penalties, interest or additional tax liabilities are caused by 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 caused by a failure to act on our advice or a failure to provide us with relevant information.
48. In particular, where we refer you to another firm whom you engage with directly or whose advice is being followed, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.
49. Exclusion of liability in relation to circumstances beyond our control
50. 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.
51. Exclusion of liability relating to non-disclosure or misrepresentation
52. 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 misrepresented to us.
53. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.
54. 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.
55. Limitation of aggregate liability
56. Where the engagement letter specifies an aggregate limit of liability, then, to the fullest extent permitted by law,  that sum shall be the maximum aggregate liability for us, our directors, officers, agents and employees to: (i) all persons to whom our corresponding engagement letter is addressed; and (ii) any other person that we have agreed with you may rely on our work.
57. As a condition of our agreeing to enter into this agreement and our providing our services to you, to the fullest extent permitted by law, you agree that you will not bring any claim against any of our directors, officers or employees personally (i.e. where any of the aforesaid would be defendants to such claim in their personal capacity) in relation to the supply of our services to you or otherwise in relation to this agreement.
58. Limitation of third-party rights
    The recommendations 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 recommendations, information or material produced as part of our work for you that 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.
59. Period of engagement and termination
60. Unless otherwise agreed in the engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter, except as stated in that letter we will not be responsible for periods before that date.
61. 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. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
62. In the event of termination of this agreement, 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.
63. 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. 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.
64. 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. 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.
65. We owe you no duties beyond the date of termination and will not undertake any further work.
66. To the fullest extent permitted by law, notwithstanding anything else in this agreement, we are not required to act for you or to continue to act for you if we reasonably consider that to do so would put us in breach of any laws, regulations or professional rules or obligations. In such circumstances, we will be entitled to terminate our existing relationship with you with immediate effect and will not be responsible or liable to you for any director or indirect loss which you or any other party may suffer as a result.
67. Professional body rules
68. We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of Chartered Institute of Taxation and will accept instructions to act for you on this basis.
69. 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.
70. In particular, 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 which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. 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 at our offices. The requirements are also available online at https://www.tax.org.uk/.
71. 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.
72. Reliance on advice
    Lutea does not hold itself out as providing legal, tax or investment advice. General broadbrush guidance given orally is not intended to be relied upon and will normally be merely intended to form a starting point for the subsequent instruction of an independent professional advisor who will provide detailed written advice.  Whilst Lutea will normally look to work with your own professional advisors, they may from time to time in agreement with you instruct Lutea Consultancy Limited (LCL) to provide certain tax advisory or tax compliance services. Where LCL provide services to you or any Managed Entity this will be subject to a separate engagement. Lutea and LCL are connected companies and whilst we will make every efforts to manage any conflict of interest this may create, it is important that you consider this before agreeing to engage with LCL.
73. Retention of papers
74. You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will return any original documents to you if requested.
75. 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 tax affairs are required by law to be retained as follows:
76. Individuals, trustees and partnerships with trading or rental income, five years and 10 months after the end of the tax year. Otherwise: 22 months after the end of the tax year.
77. Companies, LLPs and other corporate entities, six years from the end of the accounting period.
78. 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 of any specific document or their retention for a longer period.
79. 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.
80. Professional indemnity insurance
    In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices or by request from us.
81. Variation of Terms of Business
82. We reserve the right to vary these Terms of Business and/or the Schedule of Fees in our sole and absolute discretion from time to time, including during the course of provision of Services without your prior consent.
83. These Terms of Business and the Schedule of Hourly Rates, and any future variations to them, will be published on our website at Luteaadministration.com by way of public notice to all current and prospective clients. You will be bound by any revision of the Terms of Business and the Schedule of Hourly Rates upon such publication. A current copy of these Terms of Business will also be made available for inspection at our offices.
84. Other
85. To the fullest extent permitted by law, the invalidity, unlawfulness or unenforceability of any of the provisions of this agreement will not affect (adversely) the validity, legality or enforceability of the remaining provisions in this agreement.
86. We may have to convert funds from one currency into another for the purposes of dealing with your matter and/or complying with your instructions (be they express and detailed instructions from you or ones that may be reasonably inferred from your actions or instructions generally). Any shortfall arising from exchange differences remains your liability and you will be responsible for reimbursing us (on our request) for any exchange rate loss or related costs that we suffer that have been incurred reasonably for the supply of our services to you.
    
    Effective 22 February 2022