Terms and Conditions

Axiom Advisory Ltd – Standard terms and conditions of business

1. Introduction
   • These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in separate letters of engagement.
   • “Business” means any business entity (Sole Trader, LLP, Ltd, etc.) or a registered Charity. In case of an individual that shall mean the activities carried out by it.
   • “Director” means a person who is in charge of an activity, department, or organization.

2. Ethical guidelines
   • We are bound by the ethical guidelines of The Association of Accounting Technicians, (“AAT”) and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be seen at aat.org.uk. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

3. Fees
   • 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 service and/or advice that we provide, as well as the level of risk.
   • 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.
   • 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.  Should, at any time, it become apparent to us, that the fees quoted  are inadequate, we reserve the right to notify you of a revised figure which, subject to your approval, shall replace the initial fees, even in the period the contract pertains to.
   • We have set out in the Proposal details of the fees that will apply to the services in so far as these are presently known.
   • 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 assurance was arranged through us 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.
   • Our fees are calculated based on scope of work and service level required. Where the fees we will charge have not been agreed in the Proposal, these will generally be

established and agreed at an initial client meeting, held either face-to-face or virtually, or communicated to you in writing where such meeting has not been held.  Where we agree to carry out work on your behalf other than on a fixed fee basis, we will charge you based on the time spent in 15 minute intervals and an applicable hourly rate of £180 plus VAT.

• Our fees are exclusive of VAT which will be added where it is chargeable at the rate applicable at the relevant time. You agree to reimburse us in respect of all reasonable travel, subsistence and courier expenses that we incur in performing the services, and in respect of any other reasonably incidental expenses, provided that they have been approved by you in advance. 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.
• Our standard payment terms are 7 days from presentation of an invoice. These will apply unless alternative payment terms are communicated to with you in writing.
• For recurring work, we require our clients to pay in advance by direct debit. If more than one payment is expected, direct debit shall continue for the duration of this agreement. You must not cancel the direct debit until the final payment has been made. In the event that you cancel your direct debit without informing us first, the entire balance shall become due immediately. 
• We shall have the right to suspend the services provided in the event that the outstanding payment is not made within 3 days of its due date, without affecting our other remedies under this agreement.
• For ad hoc and/or consultancy work etc. we require our clients to make payment on account prior to the work being carried out. Depending on the nature of the work, we may agree to you paying any balance in accordance with a payment plan agreed with you in writing.
• For ‘one-off’ work, or other work that is not of a recurring nature, we will ordinarily require a payment to be made on account of our estimated fees. We will then raise a bill on the completion of the work, with the payment on account to be applied to that bill, with any resulting balance due from you in accordance with our usual payment terms, or such other terms as we may have agreed with you.
• Where appropriate, this agreement shall be subject to an existing Heter Iska agreement already executed in the presence of Dayan M. Markovits, 41 Kyverdale Road, London, N16, UK – a copy of which is available for inspection by you upon request.
• If you fail to pay any invoice(s) within 7 days of its due date:

• We may terminate this agreement immediately by giving written notice;
• In so far as permitted to do so by law or professional guidelines, we may exercise a particular right of a lien over all funds, documents, books and records in our possession and withhold those documents relating to all engagements from you until such time as payment is received in full; and/or
• We will charge late payment compensation under the Late Payment of Commercial Debts (Interest) Act 1998; and/or
• We reserve the right to take such action as is available to us under the Heter Iska agreement referenced at clause 3.13 above; and/or
• We reserve the right to charge interest on late paid invoices at the rate of 8% above the applicable Bank of England base rate; and/or
• We may instruct third parties to pursue any overdue sums from you as a debt.
  • If you do not accept that an invoiced fee is fair and reasonable you must notify us within 7 days of receipt or prior to our beginning work on your file where we have communicated to you in writing that this is intended to be within less than 7 days of the date of the invoice, failing which you will be deemed to have accepted that payment is due.
  • If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the company’s Director, shareholder or its parent company and you agree that we shall be entitled to recover any sums due

4. Client monies
   • We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds.  The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Policy of the AAT.  These rules can be found on the AAT website at aat.org.uk.
   • Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.
   • In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Subject to any tax legislation, interest will be paid gross.

5. Internal disputes
   • If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the Business, it should be noted that our client is the Business and we would not provide information or services to one party without the express knowledge and permission of all parties.
   • Unless otherwise agreed by all parties we will continue to supply information to the Business address provided by you for your attention or, in case of incorporated entities, for the attention of the Director(s). If conflicting advice, information or instructions are received from different stakeholders in the Business we will take no further action until the key decision makers in the Business decide on the course of action.

6. Investment services
   • Investment Business is regulated by the Financial Conduct Authority. Our AAT licence does not authorise us to conduct any aspect of investment work.
   • If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the

Financial Conduct Authority or licensed by a Designated Professional Body as we are not.

7. Commissions or other benefits
   • In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment. The same will apply where the payment is made to or the transactions are arranged by a person or Business connected with ours. 

8. Retention of records
   • During the course of our work we may collect information from you and others relevant to your affairs. We will return any relevant documents to you if requested.  You are required by law to retain documents and records relevant to your affairs, including as follows:

• Individuals, trustees and partnerships

–   with trading or rental income: 5 years and 10 months after the end of the tax year;

–   otherwise: 22 months after the end of the tax year;

• Companies

–   6 years from the end of the accounting period;

• Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period.

9. Timetable
   • The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.
   • The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us.
   • Our office is closed on Christian and Jewish holidays and no work shall be performed during those times. For the avoidance of any doubt, other than reasonable delays connected to those holidays, those closures will not impact the services to be provided and as such no refunds or fee reductions will be applicable. We will use our reasonable endeavours to notify you in advance of any other office closure or holidays.
   • Where a daily service is provided, such as daily bookkeeping, we may be unable to carry-out the services whilst the business is closed, even when it is a workday. We endeavour to catch-up the work within a reasonable timeframe once the high holiday in question has passed and we are open for business.  You, therefore, agree that no reduced fee or refund would be due to you because of the reduced availability and/or service(s) that may result during such times.

10. Contracts (Rights of Third Parties) Act 1999
    • The advice 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 or liability to third parties for any advice, information or material produced as part of our work for you which you make available to them (with or without our consent). 
    • No person who is not a party to this Agreement will have any right to enforce it pursuant to the Contracts (Rights of Third Parties) Act 1999.

11. Confidentiality
    • Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the Business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.
    • Subject to clause 11.4, each party may disclose the other party’s Confidential Information:
      • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 11; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
    • The fees and pricing structures that we agree with you are commercially sensitive and must remain confidential and only to be seen or known by senior members of the Business such as owners, shareholders or Directors. You agree not to disclose this information to any other party during and after this engagement.
    • The commercial and operational information, strategies, plans or handbooks created for you exclusively are deemed a work product that falls within the Confidential Information covered by this clause 11.
    • For the purpose of this clause 11, Confidential Information means information in whatever form (including without limitation, in written, oral, visual or electronic form) relating to the Business, trade secrets, know-how, operations, affairs and finances of either Party whether or not such information (if in anything other than oral form) is marked confidential.

12. Quality of service
    • We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving, please let us know by contacting your designated contact.
    • We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may take up the matter with the AAT.
    • We take the best care in the selection of our personnel, all of whom are suitably skilled and experienced. We are unable to assign a specific member of staff to your account and any of our personnel can be asked to work with you.
    • We may recommend and/or provide access to certain third-party software or services that we may deem to be necessary, required, or as a convenience. To the extent that our services contain or provide access to any third-party software or services, we have no express or implied obligation to provide any technical or other support for such software or services.  You may need to contact the appropriate software provider, vendor, manufacturer or service provider directly in relation to any issues and/or for technical support and customer service-related matters pertaining to its software, service and/ or products. We do not accept any responsibility for any third-party plug-ins, software or links. This includes, but is not limited to, delays, malicious codes or viruses, availability and so on.

13. Communication
    • Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
    • With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use 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 nor for communications which 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 commercially sensitive material.  These are risks you must bear in return for greater efficiency and lower costs.  If you do not wish to accept these risks please let us know and we will communicate by paper mail.  
    • Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.

14. Data Protection Act 2018
    • We shall comply with the terms of our privacy policy which can be accessed at axiomadvisory.co.uk. Furthermore, we confirm that we will comply with the provisions of the UK GDPR and the Data Protection Act 2018 when processing your personal data in order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.
    • We are registered with the Information Commissioners Office. Our registration number is ZB511261.

15. Money Laundering Regulations 2007
    • In accordance with the Proceeds of Crime Act and Money Laundering Regulations 2007 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).
    • You also acknowledge that we are required to report directly to NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering. We are supervised by the AAT for anti-money laundering compliance purposes.
    • As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.  As a specific requirement of the Money Laundering Regulations we may require you to produce evidence of identity.  Copies of such records will be maintained by us for a period of at least five years after we cease to act for the Business.

16. Anti-bribery and anti-corruption
    • We will during the term of this agreement:
      • comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010
      • not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and
      • notify you (in writing) if we become aware of any breach of clause 1.1 or have reason to believe that we have received a request or demand for any undue financial or other advantage in connection with the performance of this agreement.
    • At times, we may negotiate with third party providers to offer you better commercial offering for the service(s) they provide. We may receive commission from third parties if you decide to accept their offer. You expressly authorise said commission and acknowledge that it shall not be subject to clause 16.1.

17. Precedence
    • In the event of any conflict between the terms of this agreement, the following shall take precedence in the order set out, as follows:

• Terms of the Letter of Engagement
• Schedule 1 – Terms and Conditions
• Schedule 2 – Service Terms

18. Limitation of liability
    • Subject to paragraph ‎5, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any loss of profits, or for any special, commercial, economic, indirect or consequential damage.
    • Subject to paragraph ‎5, the maximum aggregate liability of each party to the other under or in connection with the agreement (whether in contract, tort (including negligence), restitution, breach of statutory duty or misrepresentation or otherwise), shall be limited to the lower of:

• £1,000,000; and
• 100% of the total fees for the services paid and payable by you to us in respect of the services in the 12-month period before the liability arises.
  • We will not be liable for any losses, penalties, surcharges, interest or additional tax liabilities that are due to 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 due to a failure to act on our advice or a failure to provide us with relevant information.
  • 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.
  • Nothing in this paragraph ‎18 or in any other provision of the agreement shall limit the liability of either party to the other for fraud or fraudulent misrepresentation, deliberate or wilful misconduct, death or personal injury due to negligence or any other liability where it would be unlawful for us to do so.

19. Reliance on advice
    • Whilst we may have preliminary discussions over the telephone or in meetings, advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, you should inform us of any matters which you wish us to set out in writing.

20. Conflicts of interest 
    • We will inform you if we identify, or become aware of, any conflict of interest in our relationship with you or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
    • If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. 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.

21. Period of engagement and termination    
    • Unless otherwise agreed in the engagement covering 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.        
    • We may immediately terminate this agreement if:

• any sum owing to us is not paid within 7 days of the due date for payment;
• you have committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if you have failed to remedy the breach within 7 days after a written notice from us requiring you to do so; or
• if we have reason to believe that you have provided us or HMRC with misleading information; or you become insolvent or are the subject of a bankruptcy order.
  • We may terminate this agreement for any other reason by giving you not less than 30 days’ notice in writing.
  • You may terminate this agreement for any reason by giving us not less than 30 days’ notice in writing, with such notice to expire on the final day of the month in which the 30 days’ notice ends. You shall continue to be liable and responsible for all charges accruing during the notice period. Where you wish us to do so (and where there is no legal or regulatory reason preventing us from doing so), we will continue to provide the services during the notice period.
  • Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
  • In the event of termination of this agreement, we will ensure that any data and property that belongs to you is transferred to you, or on your direction to the alternative provider, in a format prescribed by us.
  • Any additional work connected to the handover process is not included within any fees for services paid to us, or payable to us, prior or during the notice period. The handover process shall be subject to an additional charge of £180 per hour, excluding VAT, charged in 15-minute intervals.
  • If we are required, for legal or regulatory reasons, to cease work immediately, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. For the avoidance of any doubt, termination of this agreement for any reason will not result in a refund and any unpaid fees due to us shall be paid immediately.

22. Disengagement
    • Should we resign or be requested to resign, a disengagement letter will be issued to ensure that our respective responsibilities are clear.
    • Should we have no contact with you for a period of 12 months or more we may issue a disengagement letter and hence cease to act.

23. Restrictive Covenants
    • Non-solicitation. You shall not, during the term of this agreement and for the 36 months immediately thereafter, directly or indirectly, employ or retain as an employee or an independent contractor any of our employees, contractor or any affiliates or induce or solicit, or attempt to induce, any such person to leave his or her employment.
    • Non-circumvention.You agree that you, your officers, Directors, agents, associates and any related parties, will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through us, our officers, Directors, agents or associates, for the purpose of avoiding the payment of our fees, to avail of the services or otherwise, without our specific written approval.

24. Dispute resolution, Applicable Law and Jurisdiction
    • Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
    • The number of arbitrators shall be three.
    • The seat, or legal place, of arbitration shall be London, United Kingdom.
    • The language to be used in the arbitral proceedings shall be English.
    • If you are a consumer, please note that this agreement is governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland, you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
    • If you are a Business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

25. General
    • Reliance. The Parties acknowledge and agree that in entering into this agreement they have not relied upon any oral or written representation, statement, warranty or understanding (whether negligently or innocently made) by the other Party other than as expressly set out in this agreement.
    • Assignment. Unless otherwise stipulated in this agreement, neither Party shall assign, novate, dispose of, sub-licence or otherwise transfer this agreement nor any or all their rights and obligations hereunder to any third party without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).
    • Severability. If any provision of this agreement is held by any court or other competent authority to be void or unenforceable (in whole or part), that provision or part-provision shall be deemed to be deleted and the other provisions of this agreement and any remainder of the affected provision shall continue to be valid and enforceable.
    • Independency. This agreement is not intended to create or establish, nor shall be construed as creating or establishing, any agency, partnership or corporate relationship between the Parties, and neither Party is authorised to bind the other, contractually or otherwise, or to provide warranties on behalf of the other Party.
    • Waiver. The failure of a Party to exercise or enforce any right under this agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
    • All notices, requests, demands and other communications under this agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed, or (iii) e-mailed to an e-mail address as notified by each Party from time to time on the day of its receipt or if not received on a business day, 9am the next business day.
    • Amendments. This agreement shall not be modified or varied except by an instrument in writing signed by the duly authorised representatives of both Parties.