Letter of Engagement in respect of the provision of accounting services
Thank you for instructing Gorilla Accounting Limited (Company No. 8583898) of Ground Floor, Unit B Lostock Office, Lynstock Way, Lostock, Bolton, BL6 4SG (Gorilla) (‘we’ means Gorilla and words such as ‘our’ or ‘us’ shall be interpreted accordingly) to provide accounting and ancillary services to your company(Client) (‘you’ and ‘your’ means the Client and shall be interpreted accordingly).
This engagement letter (Letter) and the enclosed terms and conditions (Terms) set out the basis of our engagement with you. In the unlikely event that there is any contradiction between this Letter and the attached Terms then the Terms will take precedence.
When we use terms here that we have defined in the Terms, they will have that defined meaning in this Letter too unless otherwise stated.
You confirm that the individual named above is the clientÂ
Further, if you do not tell us otherwise, we shall assume that whoever provides us with instructions on your behalf, has authority to do so and that we can rely on any information provided by them, engage in correspondence and discussions with, and report to each and every such person.
Scope of the Services
Is limited to the provision of the services relating to the preparation of the self-assessment for tax year you have provided details for only.
What is not covered in the scope of the Services
Any regulated or unregulated financial or accounting services (not expressly set out in the Services). For the avoidance of doubt, the Services do not include determining or otherwise advising on the Client or its officers, agents or employees on their IR35 status, 24 Month Rule status (whether in relation to the Client’s assignment, contracts or otherwise) or mortgage advice.
1 | Preparation of:
The Client’s annual financial statements;
The Client’s corresponding HMRC corporation tax returns;
The Client’s quarterly HMRC VAT returns;
The Client’s payroll;
The Client’s HMRC P11d returns;
Any other routine forms required by law to be filed at Companies House in respect of the Client;
Provision of ongoing accounting and taxation advice relating to the above;
Any other service that falls outside the preparation of the self-assessment tax return |
If you require additional services, please contact us so that we can either; provide you with a quote for the provision of such services and/or provide you with the details of professionals who may be able to assist.
Our Charges
We will provide you with a quotation once we have received all relevant information for the tax year. Upon receipt of the quotation, you can decide if you would like to proceed with the service.
Once you have instructed us to commence, you have the right to change your mind. However, if you decide to terminate our engagement in accordance with the Terms, you agree that you will be responsible for the payment of any of our associated or additional reasonable costs up to and including the date of termination of our engagement.
The quotation provided is strictly for the above work and other instructions, such as for a different year or with reference to a different entity will receive a separate quotation.
We reserve the right to review our charges from time to time comparing them to the current marketplace and costs generally. Where we see the need to modify our charges then we shall let you know in writing.Â
Bills and payment
Payment details will be provided following the quotation.
Third Parties
During the provision of the Services with you, you may seek advice from a third party in connection with and outside the scope of us supplying the Services. We may introduce third parties to you and subject to us giving you prior notification, you authorise us to provide your details to such third parties, but for the avoidance of doubt we shall not be liable for any information or services provided by any third party and we give no warranty as to the suitability of such third party.
Feedback and complaints
If in the unlikely event that you become unhappy with our Services or you have any concerns about your invoice, please let us know so that we can do our best to resolve the problem for you. We have a complaints handing procedure that is available upon request. In the first instance please contact Matthew Langhan, Customer Service Manager at our office address.
If you are still unsatisfied following Mr Langhan’s response then your complaint can be escalated to the Operations Manager, Richard Hepburn at the same address.
Limitations
We would like to draw your attention to clause 7 of the Terms, which contains important restrictions on our liability.
Duration and Termination of Services
The duration of this engagement will be limited to the period in which the tax return is prepared and submitted. You can terminate up to the point of us delivering the work. However, charges will be applied for any work carried out up to this point.
For the avoidance of doubt, should you wish to terminate our service before any work is delivered, we will not be responsible for any penalties that may arise as a result of not meeting the submission deadline of the 31st January.
Thank-you once again for instructing Gorilla to provide its Services to you.
Yours sincerely,
GORILLA ACCOUNTING LIMITED
Annex 1
GORILLA ACCOUNTING LIMITED TERMS AND CONDITIONS (TERMS)
1Â Â Â Â Â Â Â Â Â Basis of contract
1.1Â Â Â Â Â Â These Terms shall be deemed accepted by us on the earlier of either; (i) when we receive a signed and dated Letter or (ii) upon commencement of us performing of any of the Services.
1.2Â Â Â Â Â Â Where there is any contradiction between the Terms and the Letter, the Terms shall take precedence.
1.3Â Â Â Â Â Â These Terms apply to the contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by any trade, custom, practice or course of dealing.
1.4Â Â Â Â Â Â For the avoidance of doubt, where there is a conflict of interest between you and your directors or employee’s, we shall represent your interests.
2Â Â Â Â Â Â Â Â Â Supply of Services
2.1Â Â Â Â Â Â We shall, subject to these Terms, supply the Services to you.
2.2Â Â Â Â Â Â We shall use all reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence for the performance of Services.
2.3      We shall provide the Services using reasonable care and skill. For the avoidance of doubt the Services do not include:
2.3.1Â Â Â regulated activities that are subject to the Financial Conduct Authority regulations; or
2.3.2Â Â Â influencing, managing or controlling your business or financial decisions; or
2.3.3Â Â Â completing a personal tax return for those who are not domiciled in the United Kingdom; or
2.3.4Â Â Â fulfilling any other function or role which could potentially be considered by HMRC to be a service that would trigger the Managed Service Company legislation (as amended from time to time).
2.3.5Â Â Â any services not specifically stated in the letter of engagement.
2.4Â Â Â Â Â Â Subject to clause 2.3 and in accordance with your express written instructions to us, we shall where reasonably necessary and where possible to do so, act as Agent on your behalf for the provision of Services. For the avoidance of doubt, any submissions, documents or returns lodged by us on behalf the Client are solely drafted in reliance upon any information and representations made by the Client to Gorilla.
2.5Â Â Â Â Â Â In the event that the Client fails to meet its obligations under the Letter and/or the Terms then Gorilla may not be able to submit documents to the relevant bodies, on behalf of the Client and/or Director, in time or at all and Gorilla shall not be liable for any losses suffered or incurred as a result.
2.6Â Â Â Â Â Â Our engagement by you under the Letter and these Terms is a business-to-business contract.
Therefore, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to this engagement.
3Â Â Â Â Â Â Â Â Â Charges
3.1Â Â Â Â Â Â Our charges will be sent to you in a separate quotation which you can chose to either accept or decline.
4Â Â Â Â Â Â Â Â Â Your obligations:
4.1Â Â Â Â Â Â You undertake and warrant to us that:
4.1.1Â Â Â you shall ensure that all information supplied to us is up to date, accurate and complete and not misleading and will expressly confirm that any information provided to us to complete any returns, declarations and disclosures to any Regulatory Body are to the best of your information, knowledge and belief, correct, complete and accurate;
4.1.2Â Â Â you shall co-operate fully with us in all matters relating to the provision of the Services;
4.1.3   you shall provide us and our representatives with the required records and related financial information (including but not limited to any correspondence from any Regulatory Body) delivered promptly to us as reasonably required or requested by us. This includes providing us with the relevant documents to allow for the completion of any basic personal tax return by no later than 30 November following the end of the relevant tax year end;
4.1.4Â Â Â you shall provide us and our representatives with the required records and related financial information (including but not limited to any correspondence from any Regulatory Body) delivered promptly to us as reasonably required or requested by us;
4.1.5Â Â Â you shall authorise us to act as Agent where necessary for the provision of the Services, for the avoidance of doubt we shall not make any decisions on your behalf, we shall only complete filings and other reporting obligations based upon written instructions given by you to us from time to time;
4.1.6Â Â Â you shall authorise and sign such documentation as we may reasonably request in connection with the provision of the Services including but not limited to form 64-8 authorising contact with HMRC;
4.1.7Â Â Â you shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services start; and
4.1.8Â Â Â you shall keep us promptly informed about any change in your circumstances.
4.2Â Â Â Â Â Â If our performance or any of our obligations in providing the Services is prevented or delayed by any act or omission by you or any failure by you to perform any relevant obligation including but not limited to the obligations in clause 4.1 of these Terms (Default) then we shall without limiting our other rights and remedies have the right to suspend performance of the Services until you remedy your Default and shall be entitled to rely on your Default to relieve us from the performance of any of our obligations to the extent that your Default prevents or delays our performance of any of our obligations.
4.3      We will be pleased to assist the Client generally in tax matters if you advise us in good time of any proposed transactions and request advice. We would, however, warn you that because tax rules change frequently you must ask us, in writing, to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken.
5Â Â Â Â Â Â Confirmation of advice
It is our policy to confirm in writing advice upon which the Client may wish to rely. If you require any such advice then please contact Gorilla for an appropriate written notice.
6Â Â Â Â Â Â Â Â Â Confidentiality
6.1Â Â Â Â Â Â We shall not disclose to any person any confidential information concerning your business, affairs, clients or suppliers, except as permitted by clause 6.2.
6.2Â Â Â Â Â Â We may disclose your confidential information:
6.2.1Â Â Â to our employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our obligations. We shall ensure that our employees, officers, representatives, subcontractors or advisers to whom we disclose your confidential information comply with this clause 6;
6.2.2Â Â Â with your prior consent, including but not limited to where we have highlighted in the Letter that we will provide your basic information to third parties; and
6.2.3Â Â Â as may be required by law, a court of competent jurisdiction or any governmental or Regulatory Body.
6.3      We are registered with the Information Commissioner under ZA091838 as a data controller as required under the Data Protection Act 2018 (as amended). We may process, store and retain any information including personal data about you, your officers, agents and employees as a consequence of you agreeing to us providing the Services. By engaging with us you consent to us sharing this information with other Affiliates of Gorilla or our agents where it is believed that it may be suitable for your requirements or is considered necessary to settle your outstanding charges. All information (including databases on which such information is stored) held by us shall remain our property.
7Â Â Â Â Â Â Â Â Â Indemnity and Limitation of our liability
7.1Â Â Â Â Â Â You undertake to indemnify and to hold us and our employees and Affiliates harmless from and against all or any losses, claims, actions, liabilities, expenses, demands, charge or proceedings (including legal and other professional fees and expenses) (together “Proceedings”) whatsoever in any jurisdiction brought or established against us or and our employees or Affiliates by any company, person, partnership, governmental agency or Regulatory Body whatsoever in connection with these Services or any additional services that we provide and including but not limited to:
7.1.1Â Â Â any of the materials or documents issued or supplied by you to us;
7.1.2Â Â Â your failure to comply with any of your obligations with these Terms or the Letter (including for the avoidance of doubt, clause 4 of these Terms);
7.1.3Â Â Â any failure or alleged failure by you to comply with any legal, statutory, Regulatory Body requirement or law; or
7.1.4Â Â Â any failure by you to pay sums to Gorilla as and when they fall due.
7.2Â Â Â Â Â Â The indemnity in clause 7.1 shall extend to include all costs, charges and expenses including legal fees and expenses (together with any value added or equivalent tax thereon) suffered or reasonably incurred by us or any of our employees, Affiliates or representatives.
7.3Â Â Â Â Â Â If at any time any one or more of the provisions of the indemnity in clause 7.1 or any part of the indemnity is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions of the indemnity shall not in any way be affected or impaired.
7.4      The indemnity in clause 7.1 confers benefits on any of our employees and Affiliates and is intended to be enforceable by any relevant employee by virtue of the Contracts (Rights of Third Parties) Act 1999. No other party is intended to have any other rights under the Services pursuant to that Act.
7.5Â Â Â Â Â Â Neither we nor our Affiliates shall be liable to you and/or the Director for determining or advising you or the Directors on their IR35 status and/or determining or advising whether or not the Client and/or the Director fall within or outside of the ‘24 month rule’ set out in section 339(3) ITEPA 2003 (as amended) (the “24 Month Rule”).
7.6Â Â Â Â Â Neither we nor our Affiliates shall be liable to you and/or the Director for determining or advising you or the Directors on the potential complications that may arise due to the changing nature of rules in respect of cryptoassets (which for the purposes of these terms shall have a wider definition of including, but not limited to, other digital assets such as non-fungible tokens (NFTs). At all points Gorilla will seek to follow HMRC guidance in respect of how cryptoassets are taxed, however please be aware that this guidance can change at short notice which may impact the amount of tax you need to pay. Further please note that Gorilla will not provide any guidance on the sale and purchase of any cryptoassets.
7.7Â Â Â Â Â Â You shall not be liable to indemnify Gorilla for any costs, liabilities or losses incurred by us as a result of our own negligence.
7.8      The total aggregate liability of us to you in respect of any direct or indirect losses arising under or in connection with providing the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall in no circumstances exceed £1 million.
7.9      We hold professional indemnity insurance in respect of any claims arising from alleged professional negligence. Details of our insurer are available upon written request following the service of a CPR Compliant Pre-action preliminary notice.
7.10Â Â Â Â Nothing in these Terms shall limit or exclude either party’s liability for:
7.10.1Â death or personal injury caused by its negligence, or the negligence of it employees, agents or subcontractors;
7.10.2Â fraud or fraudulent misrepresentation; or
7.10.3Â any other liability which cannot be excluded or limited by reason of applicable law.
7.11Â Â Â Â For the avoidance of doubt, Gorilla does not make any representation or warranty as to the accuracy or the fitness for purpose or tax efficiency of any services provided by the Client and the Client, the Director and the officers and employees of the Client provide such services at their own risk.
8Â Â Â Â Â Â Â Â Â Commissions
From time to time Gorilla may receive commissions or other benefits for introductions to third parties and other professionals and these commissions or other benefits typically range in value between £10 - £500. In so far as it may be relevant we will notify you if we will be receiving a commission for an introduction. However, unless required by regulation or other statute, we are under no obligation to confirm the actual value of such commission or account to you for the same.
9Â Â Â Â Â Â Â Â Â General
9.1Â Â Â Â Â Â These Terms are governed by, and construed in accordance with English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it (including any non-contractual claims or disputes).
9.2Â Â Â Â Â Â Each party irrevocably waives any right it may have 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.
9.3Â Â Â Â Â Â If any provision in the Terms or the Letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.
9.4Â Â Â Â Â Â These Terms and the Letter represent the entire agreement and understanding between us and you and supersedes and extinguishes, as from the date of this Letter, all previous agreements, promises, assurances, warranties, undertakings, representations and understandings between us, whether written or oral, relating to the subject matter of this Letter or the Terms.
9.5      Where you are required to give notice under these Terms, the notice shall be in writing and sent by email, personally delivered, or sent by first class recorded delivery to (a) info@gorillaaccounting.com or (b) Gorilla’s registered office address for the attention of Mr Richard Hepburn, Operations Manager. Email communication shall be deemed to have been received on the same working day if sent on a working day or at 9am the next working day if sent on a non-working day. Hand delivered communication shall be deemed to have been delivered at 9am the next working day.  Posted communication shall be deemed to have been delivered at 9am on the second Working Day after mailing if mailed as stated.Â
9.6Â Â Â Â Â Â Any payments to be made by you under this engagement shall be made free from set-off, counterclaim or deduction.
9.7Â Â Â Â Â Â Gorilla may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under this engagement and may subcontract or delegate any or all of its obligations under the Letter to any third party or agent.
10.      GDPR
10.1    Gorilla is committed to its obligations under the General Data Protection Regulations (GDPR). Whilst the vast majority of Gorilla’s client base are commercial entities, Gorilla recognises that, in the course of its day to day dealings it will acquire and process personal data. Such personal data would include but is not limited to the name, addresses and contact details of any directors of the Client(s) (if any).
10.2    Gorilla will ensure that all data is processed in accordance with at least one of the six lawful basis for processing in accordance with Gorilla’s GDPR policy. Typically data will be processed either to allow Gorilla to carry out its contractual obligations and/or with direct consent of the data subject and/or because Gorilla is exercising a legitimate interest.
10.3    As detailed in the paragraphs entitled “Confidential” Gorilla will take the appropriate steps to ensure that any data of the Client(s) is kept Confidential, this is regardless of whether or not it is personal data for the purposes of GDPR. As a consequence data will ordinarily only be shared with third parties for the purposes of allowing Gorilla to carry out its contractual duties to its Client(s) and/or with your explicit consent, for example we may have to share your data with our case management provider or with your consent we may provide data to a panel law firm. When data is shared with third parties in such a way then we will have agreements in place to cover how such data is to be controlled and processed.
10.4Â Â Â Â Should Gorilla need to share personal data with Third Parties on another basis such as to exercise a legitimate interest then we will document our reasons for believing that such interests are valid.
10.5    All individual data subjects have a number of rights as prescribed under GDPR. These include but are not limited to the right of access, right of rectification and right to erasure. Should you wish to exercise any of your rights or wish to discuss in more detail what your rights are then please contact Gorilla at our registered office.
10.6    Gorilla will only retain data for as long as is deemed necessary in accordance with GDPR. The general guideline is that we will hold data for a period of six years following the conclusion of a matter, after which it will be securely destroyed. However, in accordance with our duties under GDPR we will carry out regular audits of the data held to ensure that personal data is only retained for an appropriate time period. We may carry out full or partial erasure of data in cases in which we judge information to be excessive or no longer appropriate, this is irrespective of whether or not six years has passed. Similarly there may be occasions in which it is deemed appropriate to retain some data for longer than a six year period. As a consequence, Gorilla would strongly recommend that, should you wish to exercise one of your rights in respect of a concluded matter that a request is made as soon as possible.
10.7    In respect of marketing, from time to time, Gorilla will market to its Client(s) both during and after engagement. Gorilla will only seek to provide Client(s) with offers and services that may be of interest to them and such materials will be distributed by Gorilla or on Gorilla’s behalf. Gorilla will never pass on personal details to any third party to allow them to market directly to you save for where we have consent as described in the GDPR. Any marketing communication sent by Gorilla will have an option to allow you to opt out of receiving future communications.
11.      Interpretation
11.1 Â Â Â Definitions
Affiliates means in relation to either Party each and any ‘subsidiary’ or ‘holding company’ of that Party and each and every subsidiary of a holding company of that Party (as each such term is defined in the Companies Act 2006);
Agent means that we have received the power to act on your behalf, binding you as if you are making the decisions;
Applicable Laws means all applicable laws, statutes and regulations from time to time in force.
HMRC means Her Majesty’s Revenue & Customs;
Regulatory Body means government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any Applicable Law to supervise, regulate, investigate or influence the matters dealt with in this agreement or any other affairs of the Customer including but not limited to HMRC and Companies House; and
Working Day a day other than a Saturday, Sunday or recognised public bank holiday in England.
