ADDITIONAL DETAILED TERMS OF BUSINESS
(To be read together with the Engagement Letter)
These Additional Detailed Terms of Business (“Terms”) apply to the Services provided by August Private LLP (“the Firm”) and form an integral part of the Engagement Letter entered into between the Firm and the client (“you”).
If there is any inconsistency between these Terms and the Engagement Letter, the Engagement Letter shall prevail.
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1. DEFINITIONS AND INTERPRETATION
In these Terms, capitalised terms not otherwise defined have the meanings given to them in the Engagement Letter.
“Documents” means all documents, reports, correspondence, working papers, data, and materials (in whatever form).
“Force Majeure” means any event beyond the reasonable control of a party, including (without limitation) acts of God, epidemic or pandemic, fire, flood, war, terrorism, labour disputes, interruption of utilities, failure of suppliers, or governmental action.
“Information” means all information and materials supplied to us by or on behalf of you, or obtained by us, in connection with the Services.
“Services” means only those services expressly described in Section 6 of the Engagement Letter and any agreed written amendment to it.
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2. BASIS OF ENGAGEMENT
2.1
We are engaged solely to provide the Services described in the Engagement Letter. No other services are included unless expressly agreed in writing.
2.2
The Engagement Letter, together with these Terms, constitutes the entire agreement between the parties.
2.3
No variation shall be effective unless agreed in writing and signed by a Partner of the Firm.
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3. PROFESSIONAL STANDARDS AND REGULATORY STATUS
3.1
We shall provide the Services with reasonable care and skill and in accordance with the ethical standards and Code of Ethics of the Institute of Chartered Accountants in England and Wales (ICAEW).
3.2
We are regulated by the ICAEW and subject to its professional and ethical requirements.
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4. SCOPE, RELIANCE, AND LIMITATIONS
4.1
Our Services are provided solely for your benefit and only for the purpose described in the Engagement Letter.
4.2
No reliance may be placed on any draft report, draft advice, or draft deliverable.
4.3
Final reliance may be placed only on advice or reports issued in final form and signed by a Partner.
4.4
Our Services do not constitute:
• a statutory audit;
• accounting advice;
• regulatory advice; or
• ongoing tax compliance services,
unless expressly stated in the Engagement Letter.
4.5
We advise only on UK tax law. We accept no responsibility for advice relating to any other jurisdiction.
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5. INFORMATION PROVIDED BY YOU
5.1
You are responsible for ensuring that all Information provided to us is accurate, complete, and not misleading.
5.2
We are entitled to rely on Information provided without independent verification.
5.3
We shall not be liable for any loss arising from advice that is based on incomplete, inaccurate, or misleading Information.
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6. THIRD PARTIES AND NON-RELIANCE
6.1
We owe no duty of care to any third party.
6.2
No third party may rely on our Services, advice, or reports for any purpose.
6.3
This exclusion applies notwithstanding that we may have known that a third party intended to rely on the Services.
6.4
The Contracts (Rights of Third Parties) Act 1999 is excluded.
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7. AD HOC AND SPECIFIC ENQUIRIES
7.1
Any ad hoc or specific UK tax advice provided outside the defined Services must be expressly agreed in writing.
7.2
Such advice shall be limited to the specific enquiry agreed and may not be relied upon for any other purpose.
7.3
We reserve the right to decline to advise where a matter falls outside our expertise or raises ethical or regulatory concerns.
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8. FEES, PAYMENTS, AND LIEN
8.1
Fees are as set out in the Engagement Letter.
8.2
We may require payments on account before commencing or continuing work.
8.3
Invoices are payable on receipt.
8.4
We reserve the right to charge interest on overdue sums at 8% above the Bank of England base rate.
8.5
We have a contractual and equitable lien over Your Documents until all sums due are paid in full.
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9. CONFIDENTIALITY AND DATA PROTECTION
9.1
We shall treat all Information as confidential, subject to disclosure required by law, regulation, professional standards, insurers, or advisers.
9.2
We process personal data in accordance with UK GDPR and the Data Protection Act 2018.
9.3
Our Privacy Notice applies and is available on our website.
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10. INTELLECTUAL PROPERTY
10.1
We retain all intellectual property rights in Documents created in connection with the Services.
10.2
You are granted a non-exclusive, non-transferable licence to use such Documents solely for the purpose of the Engagement.
10.3
The licence may be revoked if fees remain unpaid.
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11. FORCE MAJEURE
Neither party shall be liable for delay or failure caused by Force Majeure, other than payment obligations.
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12. LIMITATION OF LIABILITY
12.1
We shall use reasonable care and skill in providing the Services.
12.2
The total aggregate liability of the Firm arising out of or in connection with the Engagement Letter or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £1,500,000.
12.3
This limitation does not apply to:
• fraud or dishonesty;
• death or personal injury caused by negligence; or
• liability which cannot lawfully be limited.
12.4
The parties agree that this limitation is reasonable having regard to:
• the nature of the Services;
• the level of fees charged; and
• the Firm’s professional indemnity insurance.
12.5
We shall not be liable for any indirect or consequential loss or loss of profit.
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13. TIME LIMIT FOR CLAIMS
Any claim must be brought within:
• two (2) years from the date you became aware (or ought reasonably to have become aware) of the relevant facts; and
• in any event, four (4) years from the act or omission complained of.
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14. TERMINATION
14.1
Either party may terminate the engagement on 30 days’ written notice.
14.2
We may terminate immediately where:
• fees remain unpaid;
• misleading Information is provided;
• continued engagement would breach law, regulation, or professional obligations.
14.3
Fees and costs incurred to termination remain payable.
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15. MONEY LAUNDERING AND PEPs
15.1
We comply with the Money Laundering Regulations and the Proceeds of Crime Act 2002 (as amended from time to time).
15.2
We may be required to make reports to authorities and may be prohibited from informing you.
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16. CONSUMER RIGHTS
Nothing in these Terms limits or excludes rights available to consumers under applicable consumer protection legislation.
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17. SEVERABILITY
If any provision is held unenforceable, the remainder shall continue in force.
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18. GOVERNING LAW AND JURISDICTION
These Terms and the Engagement Letter are governed by English law and subject to the exclusive jurisdiction of the English courts.