Standard terms and conditions of business

Effective from: 29 May 2026, Version 1.0

About these terms

These Standard Terms and Conditions of Business apply to every engagement that APROTAX LTD undertakes for a client. They are read together with the engagement letter and any schedules of services we send you. Where the engagement letter and these terms conflict, the engagement letter takes precedence.

Please read them in full before signing your engagement letter. If you have any questions, contact us before signing.

1. Applicable law and jurisdiction

Our engagement letter, the schedule of services and these Standard Terms and Conditions of Business are governed by, and should be construed in accordance with, the law and practice of England and Wales. Each party agrees that the courts of England and Wales will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

2. Client identification

In compliance with the UK Money Laundering Regulations 2017, we are required to obtain satisfactory evidence to confirm your identity before we can commence any work. This may involve requesting documentation from you or performing electronic identity verification ("eIDV") checks through our specialist platform. For corporate clients, we will also identify and verify your beneficial owners and persons with significant control.

We will not begin work until these checks are complete. By signing our engagement letter, you give us permission to carry out any necessary identity verification processes, including the use of third-party verification software, and to retain the resulting records for the period required by law.

3. Professional indemnity insurance

We are required by our professional body (the Association of Accounting Technicians, AAT) to hold professional indemnity insurance, and we do so with limits that meet or exceed the AAT minimum requirement. Should you wish to receive details about our insurer and the scope of our cover, please contact us and we will provide this information on request.

4. Client money

APROTAX LTD does not hold or handle client money. We do not operate a client bank account. Tax refunds from HMRC are paid directly to your own bank account on file with HMRC. Our fees are invoiced to you and paid into our office account.

5. Commission and referral income

APROTAX LTD does not receive commission, a share of fees, or referral income from any third party in respect of introductions of our clients to other professionals or in respect of transactions we arrange for you. If this position ever changes in relation to a specific engagement, we will notify you in writing in advance of the amount and terms of any such commission or benefit, and seek your prior agreement.

6. Complaints

We are committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact Anca Prodan MAAT (Director, AAT Licensed Member and Money Laundering Compliance Principal) by email at complaints@aprotax.co.uk or in writing to APROTAX LTD, 14 Fogarty Park Road, Bristol, BS15 8FR. Where your complaint relates to that person, please instead contact Alex Prodan (Director and Money Laundering Reporting Officer) at the same address.

We will acknowledge your complaint within three working days and provide a substantive response within twenty working days. Our full Complaints Handling Policy is available on request. If you remain dissatisfied after we have responded, you can refer your complaint to AAT (our professional body), the Information Commissioner's Office (for data protection matters), or HMRC (for matters relating to tax advice).

7. Confidentiality

Communications between us are confidential, and we will take all reasonable steps to keep your information confidential, except where we are required to disclose it by law, by regulatory bodies, by our insurers, or as part of an external peer review. Unless you authorise us to disclose information on your behalf, this undertaking will apply during and after this engagement.

We may, on occasion, subcontract specific tasks to other tax or accounting professionals. Any such subcontractors will be bound by the same client confidentiality terms that apply to us.

We reserve the right, for promotional activity, training or similar business purposes, to mention publicly that you are a client. As stated above, we will not disclose any confidential information as part of doing so.

8. Conflicts of interest

We will inform you if we become aware of any conflict of interest in our relationship with you, or in our relationship with you and another client. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises.

Where conflicts are identified that cannot be managed in a way that protects your interests, we will be unable to provide further services and will inform you promptly. Where a conflict can be addressed by adopting suitable safeguards, we will do so, where possible on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject to the obligations of confidentiality referred to above.

9. Data protection

We are committed to complying with the UK General Data Protection Regulation and the Data Protection Act 2018. All personal data we process is handled in line with these regulations, and we take appropriate security measures to protect your information. This includes multi-factor authentication on every cloud service, full-disk encryption on all devices, and secure channels for the exchange of sensitive client documents.

Full details of how we collect, use, share and protect your personal data are set out in our Privacy Notice, available on our website. By signing the engagement letter you confirm you have read the Privacy Notice and agree to the secure communication methods outlined in these terms.

10. Disengagement and cancellation rights

If you are a consumer (and not a business client), you have the right to cancel this engagement within 14 days of entering into the contract, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. To cancel, contact us in writing within that period. If you have asked us to start work during the cancellation period and you then cancel, you will be liable for the cost of the services provided up to the point of cancellation.

11. Electronic and other communications

Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. You are responsible for virus checking and anti-virus measures relating to emails and any attachments you receive from us.

With electronic communications 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 that are corrupted or altered after dispatch. We accept no liability for problems or accidental errors relating to this means of communication, particularly in relation to commercially sensitive material. These are risks you agree to 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 (other than where electronic submission is mandatory).

Any communication sent through the postal system by us is deemed to arrive at your postal address within two working days after the day it was sent.

12. Fees and payment terms

Our fees do not solely depend on the amount of time spent on your affairs. Levels of skill, responsibility, importance and value are also factors, as is the level of risk.

If we provide you with an estimate of our fees for any specific work, that estimate will not be contractually binding unless we explicitly state that it will be. We may commence work without having stated or agreed a fee; in such cases, if we fail to agree a fee, it will be based on the time spent and our then-standard hourly rate per fee earner.

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 light of events. If it becomes apparent that a fee quote is inadequate due to unforeseen circumstances, we reserve the right to notify you of a revised figure or range and seek your agreement.

We reserve the right to adjust our fees in line with inflation at the end of a 12-month period if there have been no changes to the scope of services or workload. You will be notified of any such adjustment in advance.

If you are on a subscription fee model and decide to leave our services before the agreed year-end, no refund will be provided for fees already paid. You will be required either to settle the remaining fees for the year, or to assume that you will need to pay your new accountant for the preparation of your accounts for that year.

In some cases you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us, 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.

We bill at different intervals depending on the engagement, and our invoices are due for payment within 14 days of issue. Our fees are exclusive of VAT, which will be added where chargeable. Any disbursements or expenses we incur on your behalf in the course of carrying out our work will be added to our invoices where appropriate. Unless otherwise agreed, our fees do not include the costs of any third party, counsel or other professional fees.

We reserve the right to charge interest on late payments of invoices at the rate of 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or cease to act for you upon written notice if payment of any fees is unduly delayed. We will only exercise these rights where it is fair and reasonable to do so.

If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 30 days of receipt, failing which you will be deemed to have accepted that payment is due.

13. Implementation of advice

We will only assist with the implementation of our advice if specifically instructed and agreed in writing.

14. Intellectual property rights

We will retain all copyright in any document prepared by us during the course of carrying out the engagement, save where the law specifically provides otherwise.

15. Interpretation

If any provision of these terms and conditions, the engagement letter or enclosed schedules is held to be void, that provision will be deemed not to form part of this contract, and the remainder of this agreement will be interpreted as if such provision had never been inserted.

In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

16. Internal disputes within a client

If we become aware of a dispute between the parties who own or are otherwise involved in the ownership and management of the business, it should be noted that our client is the business and we will 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 normal place of business for the attention of the nominated party. If conflicting advice, information or instructions are received from different directors or principals in the business, we will refer the matter back to the board, partnership or LLP and take no further action until the board, partnership or LLP has agreed the action to be taken.

17. Investment advice and insurance mediation services

APROTAX LTD is not authorised by the Financial Conduct Authority and is not licensed by a Designated Professional Body for investment advice or insurance mediation. If, during the provision of our services, you need advice on investments, including insurances, we may have to refer you to a suitably authorised third party.

18. Lien

Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you, until all outstanding fees and disbursements are paid in full.

19. Limitation of liability

We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence, and is limited in aggregate (unless otherwise specified in the engagement letter) to the sum of fees paid in the year in which the claim or claims arose.

19.1 Loss caused by others

We will not be liable if losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person, or are due to the provision to us of incomplete, misleading or false information, or are caused by your failure to act on our advice or to provide us with relevant information.

19.2 Circumstances beyond our control

We will not be liable to you for any delay or failure to perform our obligations under the engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

19.3 Discovery of fraud, etc.

We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction, and their directors, officers, employees, agents or advisers.

This exclusion will not apply where the misrepresentation, withholding or concealment should, in carrying out the procedures we have agreed to perform with reasonable care and skill, have been evident to us without further enquiry, beyond what it would have been reasonable for us to have carried out in the circumstances.

19.4 Indemnity for unauthorised disclosure

You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you, or by any person for whom you are responsible, of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time we spend in defending it.

19.5 Aggregate limit

Where the engagement letter specifies an aggregate limit of liability, that sum will be the maximum aggregate liability of APROTAX LTD, its directors, agents and employees to all persons to whom the engagement letter is addressed, and any other person we have agreed with you may rely on our work. By signing the engagement letter you confirm that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it, please contact us to discuss it before signing the engagement letter.

You agree that you will not bring any claim of a kind that is included within the subject of the limit against any of our directors or employees on a personal basis.

Nothing in this section will limit or exclude our liability for death or personal injury caused directly by our negligence, or for any other liability that cannot be limited or excluded by law.

20. Limitation of third-party rights

The advice and information we provide as part of our service is for your sole use and not for any third party to whom you may communicate it, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms, and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

21. Period of engagement and termination

Unless otherwise agreed in the engagement letter, our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in the letter, we will not be responsible for periods before that date.

Each of us may terminate this agreement by giving not less than 30 days' notice in writing to the other party, except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either party prior to termination.

In the event of termination, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we will not be required to carry out further work and will not be responsible or liable for any consequences arising from termination.

22. Professional rules and statutory obligations

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Accounting Technicians, and will accept instructions to act for you on this basis. In particular, you give us the authority to correct errors made by HMRC where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

23. Reliance on advice

We 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 we provide oral advice, for example during a meeting or a telephone conversation, and you wish to be able to rely on that advice, you must ask for it to be confirmed by us in writing.

24. Retention of papers

We will retain your records for a minimum period of seven years from the date of completion of the work to which the records relate, or as required by law. If you require us to retain any documents for longer, please notify us in writing. Any documents retained beyond the mandatory period may be destroyed unless you request their return prior to destruction.

25. Provision of Services Regulations 2009

In accordance with our professional body rules, we hold professional indemnity insurance. Details about the insurer and coverage are available on request.

26. Continuity of practice

In the event that both directors of APROTAX LTD are unable to manage the business due to illness, incapacity, or other unforeseen circumstances, we have appointed a Professional Nominee under the AAT's Continuity of Practice Policy. The Professional Nominee will step in to manage the day-to-day operations of the business to ensure continuity of service for our clients.

The Professional Nominee will act only during the period of incapacity or absence, and will maintain the company's operations including client and supplier communication. The Professional Nominee has been vetted to ensure they have the necessary skills and experience to handle the responsibilities of the business. Should such an event arise, clients and other stakeholders will be notified accordingly. All actions taken by the Nominee will be in accordance with our company's policies and procedures, and the Nominee will maintain strict confidentiality and data protection standards at all times.

This arrangement ensures that there will be minimal disruption to our services, and reflects our commitment to delivering consistent and reliable service under all circumstances.

Contact us

If you have any questions about these terms, please contact us:

• Email: contact@aprotax.co.uk
• Post: APROTAX LTD, 14 Fogarty Park Road, Bristol, BS15 8FR
• Telephone: 0117 374 1280