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1. Definitions

In these terms and conditions of business (“Terms”) the following expressions shall have the following meanings:

“Client”: means the person or entity to whom Vantage is to provide a service or services, or to deliver a project under an Engagement.

“Data Protection Legislation”: means (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (iii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.

“Engagement”: means the letter of engagement from Vantage to the Client setting out the specific details and scope of the project, service or services that Vantage has contracted to provide to the Client and which the Client has accepted.

“Fees”: means Vantage’s fees set out in the Engagement.

“Vantage”: means the member(s) of the Vantage who are contracted to the Client under an Engagement.

 “Services” means the service, services or specific project described in the Engagement.

“Tax” means all forms of tax and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings and liabilities.

“Tax Group” means the Client and any other company or companies or other corporate entity which have been, are or become members of the same group, or otherwise connected or associated in any way with the Client.

“Tax Saving” means:

any loss, relief, allowance, credit, exemption or set-off for the purposes of Tax; or any deduction in computing income, profits or gains for the purposes of Tax; or any right to a payment or repayment of Tax or a payment or repayment in respect of Tax; or any reduction or elimination of any liability to make an actual payment of corporation tax,

attributable to, or which benefits, the Client or any other member of the Tax Group and which is generated by or results from a claim for Research and Development Relief/Patent Box that Vantage prepares or submits on behalf of the Client or on behalf of any other member of the Tax Group.

2. Services

In consideration of the Client agreeing to pay the Fees, Vantage shall provide the Services with reasonable care and skill.

The Client authorizes Vantage to act from time to time on instructions given in any manner (including but not limited to verbal and electronic instructions) in circumstances where Vantage reasonably believes those instructions have emanated from any person with authority to act on the Client’s behalf.

Vantage may also act on instructions given by or on behalf of the Client in circumstances where no Engagement has been prepared, or has been prepared but not signed, but the Client has communicated its intention to engage Vantage to perform certain services on the Client’s behalf. In such circumstances the Client shall be deemed to have accepted these Terms.

The Client shall provide Vantage with all necessary documentation and information required to enable Vantage to complete the provision of the Services. The Client confirms that all information provided by it to Vantage will be complete, accurate and the Client acknowledges that Vantage may rely upon such information being complete and accurate.

3. Interpretation

If any provision or part-provision of the Terms or the Engagement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms or the Engagement.

If there is a conflict between these Terms and the Engagement, the provisions of the Engagement shall prevail.

Vantage is regulated by the Association of Chartered Certified Accountants (“ACCA”). Vantage is bound by the ethical guidelines of the ACCA and accepts instructions to act for Clients on the basis that Vantage will act in accordance with those ethical guidelines.  A copy of those guidelines can be viewed at our offices or viewed at www.accaglobal.com.  If there is a conflict between the Engagement or these Terms and any mandatory provision of the ACCA Rulebook from time to time in force, the relevant ACCA rule will prevail.

4. Client identification

Vantage is required to identify its clients and obtain satisfactory evidence to confirm the identity of its clients for the purposes of the UK anti-money laundering legislation and may request from the Client, and retain, such information and documentation as Vantage considers necessary for these purposes. The Client agrees to Vantage making searches of appropriate electronic, on-line and other databases (including credit reference and fraud prevention agencies and the Electoral Roll) in connection with identifying the Client (which for these purposes includes directors and shareholders of limited companies and members of partnerships and LLPs) for anti-money laundering purposes.  The agencies will record the details of the search and lenders may share these searches in order to prevent fraud.

5. Client money

Vantage may from time to time hold money on behalf of the Client. Such money will be held in trust in a client bank account, which is segregated from Vantage’s funds and will, subject to the following paragraph and unless otherwise agreed with the Client, be paid to the Client within 2 business days of the same becoming cleared funds.

Vantage will be entitled to withdraw from any money which it holds on behalf of the Client and pay into its own bank account any sums that have become due and payable to Vantage by the Client and the Client, by agreeing to these Terms, hereby irrevocably authorises Vantage to make such withdrawal and payment.

Vantage will not be obliged to pay any interest on any monies held by Vantage on behalf of a Client.

6. Commissions and other benefits

In some circumstances Vantage may receive commissions or other benefits for introductions to other professionals or in respect of transactions which Vantage arranges for the Client. Where this happens Vantage will notify the Client in writing of the amount and terms of payment and receipt of any such commissions or benefits. The Client consents to Vantage retaining any such commission or benefit unless the terms of the Engagement provide otherwise.

7. Confidentiality

Subject to the other provisions of this clause, communications between Vantage (including any sub-contractors) and the Client are confidential, and Vantage will take all reasonable steps to keep confidential the Client’s information during and after the Engagement. This understanding does not apply to information which is already, or which becomes publicly available information.  Vantage may disclose the Client’s confidential information to Vantage’s employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out Vantage’s obligations under the Engagement. Vantage may disclose any Client information that it is required to disclose by law, by regulatory or governmental bodies, by a court of competent jurisdiction by its insurers or as part of an external peer review.

The Client acknowledges that in certain circumstances Vantage may be under a legal duty to disclose details of the beneficial ownership of assets in connection with which the Client engages Vantage to perform the Services or details of the ultimate beneficiary of the Services or other information. Vantage will request those details and that information from the Client in those circumstances and the Client agrees that Vantage may furnish the same to the relevant authorities.

In accordance with Vantage’s legal duties, Vantage is required to report directly to the National Crime Agency without reference to the Client or its representatives if during the course of providing the Services Vantage becomes suspicious of money laundering. In common with clients of all accountancy firms, the Client’s rights to confidentiality is waived to the extent of any report made, document provided, or information disclosed to the National Crime Agency.

Vantage may, for the purposes of promotional activity, training or for similar business purpose, and when the Client has specifically agreed, state that the Client is a client of Vantage.

8. Variation and entire agreement

Except as set out in these Terms, no variation of the Terms or the Engagement shall be effective unless it is in writing and signed by Vantage and the Client (or their authorised representatives).

The Terms and the Engagement constitute the entire agreement between Vantage and the Client and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Vantage and the Client each acknowledges that in entering into the Engagement and the Terms it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Engagement and the Terms. Each of Vantage and the Client agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Engagement or the Terms.

9. Data Protection

Vantage and the Client will comply with their respective obligations under all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

Vantage and the Client each acknowledges that for the purposes of the Data Protection Legislation, the Client is the data controller and Vantage is the data processor.

The Client shall ensure that it has all necessary appropriate consents and notices in place or lawful grounds to enable the lawful transfer of personal data to Vantage for the duration and purposes of the Engagement.

Vantage shall, in relation to any personal data processed in connection with the performance by Vantage of the Services:

The process that personal data only in accordance with the Client’s written instructions unless Vantage is required by the laws of any member of the European Union or by the laws of the European Union applicable to Vantage to process personal data. Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, Vantage shall promptly notify the Client of this before performing the processing required by the applicable laws unless those applicable laws prohibit Vantage from so notifying the Client; ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and not transfer any personal data outside of the European Economic Area unless the Client’s written consent has been obtained and the following conditions are fulfilled: the Client or Vantage has provided appropriate safeguards in relation to the transfer;the data subject has enforceable rights and effective legal remedies; Vantage complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and Vantage complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data; notify the Client without undue delay on becoming aware of a personal data breach; at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by applicable law to store the personal data; and maintain complete and accurate records and information to demonstrate its compliance with this clause 9.

Vantage may, at any time on not less than 30 days’ notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.

For the purposes of this clause 9, controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures have the meaning as set out in the Data Protection Legislation in force at the time.

10. Electronic and other communication

Vantage may (unless otherwise agreed) where appropriate, communicate with the Client and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

With electronic and internet communication there is a risk of non-receipt, data corruption, delayed receipt, inadvertent misdirection or interception by third parties. Vantage uses 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 Vantage will not be responsible for damage or loss caused by viruses or for communications which are corrupted or altered after dispatch.  It is the responsibility of the recipient of electronic and internet communications to carry out a virus check on any attachments received.  Vantage does not accept any liability for problems or accidental errors relating to electronic communication especially in relation to commercially sensitive material. These are risks the Client agrees to bear in return for greater efficiency and lower costs. If the Client does not wish to accept these risks the Client must inform Vantage in writing that electronic communications may not be used, other than where electronic submission is mandatory.

 

Any communication by Vantage with the Client sent through the post system is deemed to arrive at the Client’s postal address two business days after the day that the document was sent.

11. Fees and payment terms

Vantage’s fees depend not only upon the time spent on the Client’s affairs by Vantage’s employees, but also on the level of skill and responsibility and the importance and value of the advice that Vantage provides, as well as the level of risk.

The Fees will be as set out in the Engagement and will be charged separately for each of the main classes of Services set out in the Engagement.

If it becomes apparent to Vantage that a fixed fee or estimated fee for Services is inadequate, due to circumstances or developments that were not considered by Vantage when the fixed fee or estimated fee was given, Vantage may notify the Client of a revised fixed fee or estimated fee for the provision of those Services. The Client may in such circumstances terminate the relevant Services but will be obliged to pay for the work that Vantage has done up to the date of termination or may agree to the revised fixed fee or estimated fee.

In some cases, the Client may be entitled to assistance with professional fees, particularly in relation to any investigation into its tax affairs by HMRC. Assistance may be provided through insurance policies the Client holds or via membership of a professional or trade body. Other than where such insurance was arranged through Vantage the Client will inform Vantage of any such insurance cover. The Client will remain primarily liable for Fees regardless of whether all or part are liable to be paid by its insurers, professional or trade body or other third party.

Vantage may bill the Client at such intervals (usually monthly) as Vantage may determine and the Client shall pay Vantage’s invoices within 30 days of issue. Fees are exclusive of VAT which will be added where it is chargeable.

Unless otherwise agreed to the contrary Vantage’s fees do not include the costs of any third party, counsel or other professional fees incurred by Vantage during providing the Services.

Vantage may charge interest on unpaid invoices at the rate of 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998 as amended, calculated from the due date for payment. Vantage may suspend the provision of all or any Services or to cease to act for the Client forthwith on service of written notice if payment of any Fees is delayed beyond 28 days of the due date for payment. If any payment from the Client is not received by Vantage when due, or where a cheque or standing order or direct debit is not met, Vantage may at its discretion, elect to charge the Client a fixed cost of £50 plus VAT, to cover the costs incurred by Vantage in its initial attempts at recovery of such outstanding sums. Vantage may exercise these rights at its discretion. Vantage may also exercise a lien on all documentation pertaining to the Client’s matter (by retaining possession of such documentation) as more particularly set out in clause 16) below.

If the Client does not accept that an invoiced Fee is fair, reasonable and payable, then the Client must notify Vantage in writing of such non-acceptance, within 21 days of receipt of the relevant invoice, failing which the Client will be deemed to have accepted that the Fee is due and payable.

Vantage may review the hourly rates of its employees periodically and will advise the Client of any increase and any changes to any Fees as soon as practicable.

12. Implementation

Vantage will only assist with implementation of its advice if specifically instructed and agreed in writing as part of the relevant Engagement.

13. Intellectual property rights

All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by the Client) shall be owned by Vantage.

14. Internal disputes within a client

If Vantage becomes aware of a dispute between the parties who own or manage the Client, then Vantage will not provide information or services to one owner/manager without the express knowledge and permission of all owners and/or managers. Unless otherwise agreed by all owners/managers Vantage will in the case of a body corporate/LLP communicate to the registered office for the attention of its directors/members. In the case of a partnership, communications will be addressed to the partnership at its principal place of business. If conflicting advice, information or instructions are received from different directors/members/partners in the business Vantage will refer the matter back to the board of directors, the members or the partners (as the case may be) and take no further action until the relevant body has agreed the action to be taken, and notified Vantage in writing of any decision, which shall be binding on all parties without further notice.

15. Investment advice (including insurance mediation services)

Investment business is regulated under the Financial Services and Markets Act 2000.

If, during the Engagement, the Client, needs advice on investments, including insurances, Vantage may refer the Client to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body. Vantage is not authorised to give such advice.

16. Lien

Insofar as Vantage is permitted to do so by law or the ACCA rules, it may exercise a lien over all funds, papers, documents and records in its possession relating to all Engagements for the Client until all outstanding fees and disbursements due to Vantage are paid in full.

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

The following information is provided in accordance with the requirements of the Services Directive:

VAT Registration Numbers:

Vantage 204412755

Professional Indemnity Insurance:

Vantage does hold professional indemnity insurance. Details about the insurer and coverage can be obtained from Vantage’s offices and are contained in the Business Information Form which accompanies the Engagement.

Contact Details

As set out in the Engagement.

18. Limitation of liability

Nothing in the Terms nor in any Engagement shall limit or exclude Vantage’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by Vantage’s negligence or any other liability that cannot be excluded or limited by law.

Vantage’s total aggregate liability to the Client, whether in contract, restitution, misrepresentation (whether innocent or negligent), tort (including without limitation, negligence), for breach of statutory duty or otherwise, arising under or in connection with the Engagement shall in all circumstances be limited to the sum of £500,000.00 or such other sum as may be specifically set out in the Engagement.

Vantage shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any directions or advice given by Vantage.

Vantage will not be liable to the Client, whether in tort (including without limitation for negligence) breach of statutory duty, contract, restitution, misrepresentation (whether innocent or negligent) or otherwise arising under or in connection with the Engagement, for:

loss of profits; or

loss of sales or business; or

loss of agreements or contracts; or

depletion of goodwill or similar losses; or

loss of anticipated savings; or

loss or corruption of software, data or information; or

any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

Vantage will not be liable for losses, costs, damages, penalties, surcharges, interest or additional tax liabilities which:

are caused by the acts or omissions of any other person; or are due to the provision to Vantage of incomplete, misleading or false information; or are caused by a failure to act on Vantage’s advice or a failure to provide Vantage with relevant information; or arise as a result of Vantage acting upon the Client’s instructions, unless the instructions are manifestly incorrect.

Vantage will not be liable to the Client for any delay or failure to perform its obligations under the Engagement if the delay or failure is caused by circumstances outside Vantage’s reasonable control (including but not limited to the Client’s failure to provide, in a timely manner, any information reasonably requested by Vantage).

Any dates or timings quoted for the provision of the Services are for guidance only and whilst Vantage shall aim to meet those dates and times, Vantage shall not be liable if it does not meet them.

Vantage shall have no liability to the Client under or in connection with the provision of Services unless the Client notifies Vantage in writing of the claim (with reasonable detail of the circumstances and amount claimed), within three years of the earlier of the date of completion of the relevant Services or of Vantage’s report as part of the Services (if relevant).

Vantage will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the provision of the Services is delayed or withheld or concealed from or misrepresented to Vantage. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of the Client and/or its directors, officers, employees, members, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which Vantage has agreed to perform with reasonable care and skill) have been evident to Vantage without further enquiry beyond that which it would have been reasonable for Vantage to have carried out in the circumstances.

The Client will indemnify Vantage and its agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by the Client or by any person for whom the Client is responsible of Vantage’s advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at Vantage’s usual rates for the time that it spends in defending any such claim.

The Client will not bring any claim of any kind relating to any Engagement against any of Vantage’s directors, employees, consultants, agents, shareholders or sub-contractors on a personal basis. Any claim arising out of or in connection with the Services will only be made against Vantage although Vantage may, if it chooses to seek an indemnity or contribution from any other person.

19. Force Majeure

Neither Vantage nor the Client shall be liable for any failure or delay in performing their obligations where such a failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to, failure of a utility service or transport network, act of God, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

20. Limitation of Third-Party rights

The advice and information Vantage provide as part of the provision of the Services is for the Client’s sole use and not for any third party unless Vantage have expressly agreed in the Engagement that a specified third party may rely on Vantage’s advice and/or information. Vantage accepts no responsibility to third parties, including any associate of the Client to whom the Engagement is not addressed, for any advice, information or material produced as part of the Engagement. Vantage and the Client are the only persons who have the right to enforce any of the terms of an Engagement or the Terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

21. Period of engagement and termination

Unless otherwise agreed in the Engagement Vantage’s contractual obligations will begin when Vantage receives the Client’s implicit or explicit acceptance of the Engagement and these Terms. Except as stated in the Engagement Vantage will not be responsible for periods before that date.

Save in respect of those Services which are provided by Vantage for a fixed period (as identified in the Engagement), either the Client or Vantage may terminate the provision of a Service or Services by giving not less than 21 days’ notice in writing to the other

Where Vantage provides a Service or Services for a fixed period (as identified in an Engagement) then (subject to the following clause) neither the Client nor Vantage can terminate the provision of those Services before the expiry of the fixed period set out in the relevant Engagement.

Without affecting any other right or remedy available to it, Vantage may terminate the provision of any Service or Services or the Engagement with immediate effect by giving written notice to the Client if:

the Client commits a material breach of any term of an Engagement or these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so; or the Client repeatedly breaches any of the terms of an Engagement or these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of an Engagement or these Terms; or the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, bankruptcy (if the Client is an individual) or any analogous procedure; or the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or the Client’s financial position deteriorates to such an extent that in Vantage’s opinion the Client’s capability to adequately fulfil its obligations under the Terms or the Engagement has been placed in jeopardy the Client fails to pay any amount due to Vantage on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment. the Client fails to cooperate with Vantage and fails to remedy that non-cooperation within a period of seven days after being notified in writing to do so; or Vantage has reason to believe that the Client has provided Vantage or HMRC with misleading information.

Where the provision of a Service which is for a fixed period (as defined in an Engagement) terminates for any reason (other than by an acceptance by the Client of a repudiatory breach of contract by Vantage) before the end of the fixed period for the relevant Service then the Client shall pay Vantage as liquidated damages 40% of the annual average sums payable by the Client for that Service in the previous successive 12 month periods, or, if termination occurs before the end of the first year of the fixed period, the fee for the Services that Vantage reasonably estimates would have been payable had the first year of the provision of the Service been completed. Vantage will give credit against such liquidated damages for any sums received by it in respect of the uncompleted year in which termination takes place.

The Client shall pay these liquidated damages on demand. The Client and Vantage confirm that these liquidated damages are reasonable and proportionate to protect Vantage’s legitimate interest in performance.

Where the Client and Vantage have agreed that Vantage shall make claims for Research and Development Relief and such agreement terminates for any reason (other than by an acceptance by the Client of a repudiatory breach of contract by Vantage) before Vantage has successfully completed the claims for all of the Client’s agreed financial years then the Client shall pay Vantage as liquidated damages 40% of the mean average fee payable by the Client to Vantage under the terms of the engagement in respect of each financial year for which Vantage has submitted a claim for Research and Development Relief, multiplied by the number of agreed financial years in respect of which Vantage was to submit claims for Research and Development Relief on the Client’s behalf, but did not due to the termination of the provision of the services. If termination occurs before the end of the first twelve months of the date of this letter, the fee for these services shall be such sum as Vantage reasonably estimates would have been the fee payable for the Research and Development Relief claim in respect of the Client’s financial year falling within that twelve-month period, had it been completed, multiplied by 1.7. Vantage will give credit against such liquidated damages for any sums received by it in respect of the uncompleted year in which termination takes place.

The Client shall pay these liquidated damages on demand. Both the Client and Vantage confirm that these liquidated damages are reasonable and proportionate to protect Vantage’s legitimate interest in performance.

Termination or expiry of the provision of any Services or any Engagement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of contract which existed at or before the date of termination or expiry.

In the event of the termination of the provision of any Service, Services or the Engagement, Vantage will endeavour to agree with the Client the arrangements for the completion of work in progress at that time, unless Vantage are required for legal or regulatory reasons to cease work immediately. In that event, Vantage shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. Provided always that these obligations on the part of Vantage hereunder shall not apply unless all payments due to Vantage from the Client whatsoever have been settled in full.

Where a fixed period engagement (as identified in the Engagement) comes to an end, unless the Client gives notice to Vantage that it does not wish to renew the Engagement no later than 21 days before the end of the fixed period, the Engagement will thereafter automatically renew for another year and thereafter annually. Any such renewed term may be terminated by not less than 21 days’ notice expiring at the end of the relevant year of renewal.

On termination of the provision of any Services the Client shall immediately pay to Vantage all of Vantage’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Vantage shall submit an invoice, which shall be payable by the Client immediately on receipt.

Any provision of the Engagement or the Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the provision of any Services shall remain in full force and effect.

22. No Waiver

A waiver of any right or remedy under these Terms or the Engagement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by Vantage or the Client to exercise any right or remedy provided under these Terms or the Engagement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or the Engagement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

24. Reliance on advice

Vantage 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 Vantage provides oral advice (for example during a meeting or a telephone conversation) and the Client wishes to be able to rely on that advice, it must ask for the advice to be confirmed by Vantage in writing.

25. Complaints

Vantage is committed to providing the Client 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 Vantage’s service the Client should raise the matter with Steven Garrod at Vantage’s registered office unless the complaint relates to him, in which event the client should contact Michael Price. Vantage will carefully and promptly investigate the complaint and take reasonable steps to rectify any defect in the service that has been provided. If the Client is still not satisfied it may refer its complaint to the Association of Chartered Certified Accountants.

26. Registered office services

Vantage may, from time to time, receive post addressed to the Client at Vantage’s offices. Unless the Client notifies Vantage in writing to the contrary, the Client agrees to Vantage opening all such post. Post received and opened by Vantage that does not relate to any of the Services will be duly forwarded to the Client, but Vantage’s obligation is only to use reasonable care to forward the post to the Client at the Client’s risk. Vantage will not be bound to consider the urgency or importance of the post or advise the Client concerning it (unless Vantage agrees to do so).

27. Retention of papers

The Client has a legal responsibility to retain documents and records relevant to its tax affairs. During Vantage’s work, it may collect information from the Client and others relevant to the Client’s tax affairs. Vantage will return any original documents to the Client if requested. Documents and records relevant to the Client’s tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships

a) With trading or rental income: 5 years and 10 months after the end of the tax year;

b) 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;

Whilst certain documents may legally belong to the Client, Vantage may destroy correspondence and other papers that it stores, electronically or otherwise, which are more than 7 years old. The Client must tell Vantage in writing if it requires the return or retention of any specific documents for a longer period.  However, notwithstanding the foregoing, unless the Client indicates in writing to the contrary, all documents may be destroyed six months after Vantage ceasing to act on behalf of the Client.

28. Assignment

Vantage may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all its rights and obligations under the Engagement or the Terms. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Engagement or the Terms without the prior written consent of Vantage.

29. Notices

Any notice or other communication given to Vantage or the Client under or in connection with an Engagement shall be in writing and shall be:

Delivered by hand or by pre-paid first-class post or other next business day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email and addressed to [Vantage] for notices to Vantage and any email address that the Client has used to instruct Vantage during the Engagement for notices to the Client.

Any notice or communication shall be deemed to have been received:

If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next business day delivery service, at 9.00 am on the fifth business day after posting or at the time recorded by the delivery service; or if sent by email, at 9.00 am on the next business day after transmission (subject to the sender obtaining a return receipt).

This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

30. Applicable law

The Engagement and these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Engagement, these Terms or their subject matter or formation.