Accountants Chester: Clear Terms of Service for Your Peace of Mind

Important Notice:

Please review our Terms and Conditions carefully before accessing or using our website or services.

By accessing or using this website or any of the services offered by TPP Accountants Limited t/a Phillips & Co Accountants, you agree to be bound by the Terms and Conditions.

Who We Are

2.1 Trading Name:

Phillips & Co Accountants is the trading name of TPP Accountants Limited.

2.2 Registered Office:

TPP Accountants Limited is a company registered in England and Wales. Our registered office is located at 85 Great Portland Street, London, United Kingdom, W1W 7LT. This address is also the place where you can inspect the full list of our directors.

2.3 Company Number:

Our company number is 11050963.

2.4 Regulatory Body:

TPP Accountants Limited is registered with The Association of Chartered Certified Accountants (ACCA) as a firm of Chartered Certified Accountants.

2.5 Client Base:

We provide services to companies, partnerships, individuals, and sole traders throughout the United Kingdom. While our office is located in the Chester and Wirral region, we are not geographically restricted and strive to deliver our high-quality services across the entire UK.

Contracting Parties

3.1: This engagement letter constitutes a legal contract solely between you, the client (hereinafter referred to as “you” or “your”), and TPP Accountants Ltd t/a Phillips & Co Accountants (hereinafter referred to as “we”, “us”, or “our firm”).

3.2: This agreement is intended solely for the benefit of the parties hereto (you and our firm) and shall not confer any rights or remedies under the Contracts (Rights of Third Parties) Act 1999 to any third party not a party to this agreement. This clause shall not, however, affect any other right or remedy of a third party that may exist or be available to them apart from that Act.

3.3: Any advice or services provided by our firm are intended for your sole use and benefit and do not constitute advice to any third party to whom you may choose to disclose it. Our firm expressly disclaims any and all liability to any third party in relation to any aspect of our professional services or work, even if such third party gains access to or relies upon the information provided by our firm.

Use of Platform

Here’s a legally sound rewrite of the sections you provided:

4.1 Website Access:

You are granted a non-exclusive, revocable license to access and use the Phillips & Co Accountants website (“Website”) for lawful purposes only. This license may be terminated at any time, with or without cause, upon written notice from us. We reserve the right to modify, suspend, or discontinue the Website, or any part thereof, at any time, with or without notice.

4.2 Intellectual Property:

All content on the Website, including text, graphics, logos, images, and software, is our property or the property of our licensors and is protected by copyright, trademark, and other intellectual property laws. You may not copy, distribute, modify, transmit, create derivative works of, or otherwise exploit any content on the Website without our prior written consent. Any unauthorized use of the Website or its content may violate applicable laws and subject you to legal liability.

4.3 Acceptance of Policies:

By using the Website, you acknowledge and agree to be bound by the terms of our Privacy Policy and Cookie Policy, which are incorporated herein by reference.

Professional Responsibilities

5.1 Professional Conduct:

We maintain the highest ethical standards and will comply with the Code of Ethics (“the Code”) published by The Association of Chartered Certified Accountants (ACCA). You can access the Code on the ACCA website at https://www.accaglobal.com/gb/en/about-us/regulation/ethics/acca-code-of-ethics-and-conduct.html. By engaging our services, you acknowledge and agree that we will act in accordance with the Code.

5.2 Confidentiality:

We are committed to maintaining the confidentiality of all information you provide to us, except as required by law or as permitted by relevant regulatory, ethical, or professional pronouncements applicable to our engagement. In certain circumstances, we may subcontract your work to other qualified financial professionals locally or internationally. In such cases, we will take all reasonable steps to ensure those organizations are bound by appropriate confidentiality obligations. By accepting these terms, you consent to such outsourcing arrangements, including the transfer of any necessary personal data.

5.3 Conflict of Interest:

We strive to avoid conflicts of interest but reserve the right to serve other clients whose interests may potentially compete or conflict with yours, subject to our confidentiality obligations. We will promptly disclose any actual or potential conflict of interest that comes to our attention, unless prevented by confidentiality obligations. In the event of a conflict, we will take steps to manage the situation in accordance with the ACCA’s Code of Ethics (accessible at the web address provided in section 5.1).

5.4 General Anti-Abuse Rule:

We acknowledge and consider the General Anti-Abuse Rule (GAAR) of section 206 of the Finance Act 2013 when providing any advice on specific transactions.

Other Regulatory Information

6.1 Professional Indemnity Insurance:

We maintain professional indemnity insurance with QBE UK Ltd (“Insurer”). The insurance policy covers claims for professional negligence against us arising from the services provided under this engagement letter. You may find further details about the Insurer at their website: https://qbeeurope.com/.

6.2 Legal and Professional Compliance:

We adhere to strict internal policies and procedures designed to prevent the facilitation of tax evasion and to ensure compliance with all applicable laws and regulations, including the Criminal Finance Act 2017 (the “Act”). The Act addresses the facilitation of tax evasion by “associated persons” of “relevant bodies” and introduces associated legislation. We further confirm our adherence to the Professional Conduct in Relation to Taxation (“PCRT”) guidelines issued by the Association of Chartered Certified Accountants.

Terms of Quotation & Engagement

7.1 Software Use:

We utilize Xero, a cloud-based software application, to generate, send, and manage quotes (hereinafter referred to as “Software”).

7.2 Quote Process:

When you request a quote from us, either via phone or through our website, we will electronically deliver a quote (the “Quote”) to your designated email address. The Quote will be generated through the Software and will offer several options for your response:

• Accept Quote: Clicking this option signifies your acceptance of the Quote. We will be notified automatically, and the Software will reflect your acceptance.
• Decline Quote: Clicking this option signifies your rejection of the Quote. We will be notified automatically, and the Software will reflect your rejection.
• Comment on Quote: You are welcome to leave comments on the Quote. In such instances, we will be notified promptly, and a member of our team will contact you within two business days to discuss your comments further.
• Download and Print a PDF Copy: You may download and print a copy of the Quote for your records. However, we kindly request that you follow up with the Quote by either accepting, declining, or commenting.

7.3 Disclaimer of Guaranteed Pricing & Basis for Quote:

Please note that the Quote provided is an estimate and is not guaranteed. It is based on the information you provided regarding your financial service needs, derived from your responses to the “Request a Quote” form on our website.

7.4 Scope of Quote & Final Invoice:

The Quote is subject to change once all project tasks and durations are finalized. The final balance for your services will be reflected in the final invoice (unless a pre-approved Direct Debit is established).

7.5 Quote Validity Period:

The Quote remains valid for 30 days from the date of receipt. If you do not accept, decline, or comment on the Quote within this timeframe, a new quote will be required.

7.6 New Quote Generation & Pricing Revision:

If a new quote is generated due to the expiration of the initial Quote, we reserve the right to revise the price based on the estimated project requirements, the current financial services climate, and relevant regulations established by His Majesty’s Revenue and Customs.

Fees

8.1 Fee Calculation:

Our fees are calculated based on:

• Facts presented at the start of the engagement: This includes the information you provide regarding your needs and circumstances.
• Any later agreements: Amendments to the scope of work or services may necessitate adjustments to the initial fee estimate.
• Time spent: Fees will reflect the time dedicated to your affairs by our team members, considering their level of expertise, seniority, and responsibilities involved.
• Complexity and Value of Advice: The nature and significance of the advice provided will also be factored into the fee calculation.
• Level of Risk: The complexity and potential risks associated with your situation will influence the fees.

We will provide you with a fee proposal outlining the estimated costs based on these factors. Please note that this proposal excludes Value Added Tax (VAT), which will be added to the final invoice.

8.2 Additional Fees:

Any work performed outside the scope of services explicitly outlined in this engagement letter will incur additional fees. To minimize potential additional costs, we strongly advise that you ensure your records and necessary information are fully prepared and organized as agreed upon beforehand.

8.3 Payment Terms:

All invoices issued by our firm are due for payment within twenty-eight (28) days from the invoice date.

8.4 Right to Suspend Services:

In the event of late or non-payment of outstanding invoices, we reserve the right to suspend the provision of our services until such time as the outstanding amount is settled in full. Please note that if we are forced to suspend services due to non-payment, our contractual duty of care towards you under general law will be suspended as well.

8.5 Information Transfer to New Advisers:

In the event that our firm ceases to act on your behalf, you agree to cooperate fully and cover all reasonable costs associated with providing information to your new professional advisors. This includes, but is not limited to, situations where we are legally obligated to share information with a successor firm.

Terms of Payment

9.1 Payment Terms:

We are committed to providing you with the services outlined in this engagement letter. In return, you are responsible for paying the agreed-upon fees as specified in the engagement letter and confirmed in the final invoice.

We accept various payment methods, including bank transfer, cheque, direct debit, debit card, credit card, online payment, and digital wallets such as Apple Pay. Payments processed through direct debit, debit/credit cards, online payments, and digital wallets will be collected by GoCardless acting on behalf of TPP Accountants Ltd. All invoices are due within 28 days from the date of issuance.

9.2 Late Payment:

In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, we reserve the right to charge interest on late payments at a rate of 8% above the Bank of England base rate. Additionally, we reserve the right to suspend services or terminate our engagement with you, following written notification, if payment remains outstanding. We will exercise these rights only when deemed fair and reasonable.

9.3 Short-Notice Fee:

For self-assessment queries or limited company accounts submitted within one month of the filing deadline, a short-notice fee of 10% will be added to the quoted fee. This fee compensates for the additional effort required to meet time-sensitive deadlines set by His Majesty’s Revenue and Customs.

9.4 Invoice Details:

Upon completion of your requested services, we will provide a final invoice. This invoice will clearly itemize the service tasks and associated fees, including but not limited to:

• Phillips & Co Accountants Base Rate
• Cost of Business Type Application (e.g., Limited Company, Sole Trader)
• Cost of Software Applied (e.g., Xero, Sage, IRIS)
• Annual Fee for Submission to HMRC
• Bookkeeping Fee (if applicable)
• Fee for Additional Hours Required (if applicable)

9.5 Prepayment Request:

In certain instances, the scope and nature of the work may necessitate a 50% upfront payment before commencing services. This is not meant to be offensive but serves to mitigate potential difficulties arising from tight timelines and ensures efficient service delivery for all parties involved.

General Limitation of Liability

10.1 Standard of Care and Disclaimer:

We will perform the services outlined in our Engagement Letter with reasonable care and skill in accordance with applicable professional standards. However, our liability to you shall be limited to the extent permitted by law. We shall not be responsible for any losses, penalties, surcharges, interest, or additional tax liabilities arising from:

• Your or any third party’s provision of incorrect or incomplete information.

• Your or any third party’s failure to provide all necessary information.

• Your failure to act on our advice or respond promptly to communications from us or the tax authorities.

10.2 Misrepresentation and Limitation of Liability:

You acknowledge that you will not hold us liable, to the fullest extent permitted by law, for any loss you suffer due to any misrepresentation (intentional or unintentional), whether oral or written, provided to us in connection with this Agreement. Furthermore, you agree not to bring any claim against our individual partners or staff for any services we provide to you.

10.3 Confidentiality and Third-Party Disclaimer:

Our work product shall be considered confidential and will not be disclosed to any third party without our prior written consent, except as required by law or regulation. We expressly disclaim any responsibility or liability to any third party for any aspect of our professional services or work product, regardless of whether they have access to it.

10.4 Contribution and Limitation of Liability:

We shall not be held liable for any increased liability arising from limitations you may have agreed to with another advisor or due to the negligence of another person unless you have successfully recovered damages from that other person. In circumstances where we share legal responsibility for the same harm with another party, our liability shall be limited to our proportionate share based on the degree to which we contributed to the harm, as defined in section 2(1) of the Civil Liability Contribution Act 1978. This takes into account:

• Our relative degree of responsibility for the damage.
• Any payments already received from the other party, considering their proportionate share of responsibility and disregarding any limitations you may have agreed to with them.
• Any subsequent extensions of your claims against the other party, or their ceasing to operate.

10.5 Limitation of Liability in Case of Third-Party Default:

If you have agreed to limit the liability of another party involved in the matter, or if the claim against them ends for any reason, or you cease pursuing a claim against them, or they fail to satisfy any judgment against them, our liability to you shall not exceed the net amount we would have paid if you had fully recovered from the other party, taking into account their proportionate share of responsibility and any limitations you may have agreed to with them.

Quality of Service

11.1 Commitment to Quality and Feedback:

We are committed to providing high-quality service at all times. We encourage you to contact our Managing Director, Terence Phillips FCCA, if you have any suggestions for improvement or are dissatisfied with the service you are receiving. Your feedback is valuable to us, and we will strive to address your concerns promptly and professionally.

11.2 Complaint Resolution and Regulatory Body:

We have a formal complaint resolution process in place. All complaints will be investigated promptly, and we will make reasonable efforts to reach a fair and timely resolution. If you are not satisfied with the outcome of our internal complaint process, you may have the right to refer the matter to the Association of Chartered Certified Accountants (ACCA) in accordance with their established procedures.

11.3 Your Cooperation:

To ensure we can continue providing you with high-quality service, we require your cooperation in the following ways:

• Timely provision of relevant records and information upon request.
• Prompt response to all communication from us.
• Adherence to the terms of engagement outlined in this Terms of Service and any associated letters.

11.4 Termination of Engagement:

We reserve the right to terminate the engagement between us with immediate effect in the event of:

• Your insolvency, bankruptcy, or other arrangement with creditors.
• Failure to pay our fees within 28 days of the due date, despite written reminders.
• A material breach of your obligations under this agreement, which remains uncorrected for 28 days after written notice from us requesting compliance.

Owning Information & Keeping Data Records

12.1 Data Collection, Document Return, and Retention:

12.1.1 Data Collection: During our engagement, we will collect information from you and others acting on your behalf. This information may include personal data subject to data protection laws. We will only collect, use, and disclose this information in accordance with our Privacy Policy and the requirements of applicable laws and regulations.

12.1.2 Document Return: We will return to you all original documents you provide to us for the preparation of your financial statements and/or tax returns, unless otherwise agreed in writing.

12.1.3 Personal Tax Information Retention: You are legally responsible for retaining personal tax information for a minimum of five years from the filing deadline (31 January following the end of the tax year). You are strongly advised to retain these records for a longer period, especially if HMRC inquires into your tax return.

12.2 Ownership and Retention of Work Product:

We own all work product created during our engagement, including working papers, letters, emails, memos, file notes of meetings, phone conversations, and copies of original documents. This ownership applies regardless of whether we create the work product in our own right or as your agent.

12.2.1 Document Retention Policy: We have a document retention policy that outlines the criteria for retaining and destroying work product. This policy generally allows us to destroy documents, including correspondence and other papers, that are more than seven years old, except for:

• Documents of continuing legal or regulatory significance.
• Documents you specifically request us to retain.

You are responsible for notifying us in writing if you require the retention of any specific document beyond the period outlined in our policy.

The Proceeds of Crime Act 2002 & Money Laundering Regulations 2017

13.1 Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) Obligations:

In accordance with the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017, we are required to:

• Implement and maintain customer identification and verification procedures for clients, beneficial owners of clients, and any individuals purporting to act on their behalf.
• Securely retain records of identification evidence and the work undertaken for each client.
• Report suspicious activity to the National Crime Agency (NCA) in accordance with the relevant legislation and regulations.

13.2 Reporting Obligations:

As a regulated firm under the Proceeds of Crime Act 2002, we have a legal duty under section 330 to report to the NCA if we know or have reasonable grounds to suspect that another person is engaged in money laundering activities. Failure to report such knowledge or suspicion constitutes a criminal offense.

We are prohibited from informing you of any reports made to the NCA or the reasons behind such reports due to the “tipping off” restrictions outlined in the legislation. Consequently, neither the firm’s personnel nor management is authorized to engage in any correspondence or discussion with you regarding such matters.

13.3 Money Laundering Offenses:

Section 340(11) of the Proceeds of Crime Act 2002 defines money laundering. It encompasses activities like:

• Concealing, converting, using, or possessing the proceeds of any criminal offense in the UK.
• Engaging in arrangements that facilitate acquiring, retaining, using, or controlling such benefits.

Examples of criminal activities relevant to money laundering include:

• Deliberate tax evasion.
• Knowingly failing to inform tax authorities of underpayments or excessive repayments.
• Fraudulently claiming benefits or grants.
• Acquiring a contract through bribery.

13.4 Scope of Services:

While we are obligated to comply with our AML/CTF obligations, we are not under any legal duty to undertake work solely for the purpose of identifying potential money laundering activities. We will fulfill our obligations under the Proceeds of Crime Act in accordance with the guidance issued by the Consultative Committee of Accountancy Bodies.

External Review

14.1 Quality Control and Confidentiality:

In accordance with our commitment to maintaining high-quality service standards, our files may be subject to periodic independent regulatory or quality reviews undertaken by qualified professionals who are bound by strict confidentiality obligations. These obligations are no less stringent than those applicable to our own employees and principals.

Applicable Law and Changes In The Law

15.1 Governing Law and Jurisdiction:

This Agreement, and any associated Engagement Letter, shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any claim, dispute, or difference arising out of or in connection with this Agreement or any associated Engagement Letter, and the parties irrevocably waive any right to object to the jurisdiction of such courts or to the laying of the venue therein.

15.2 Severability:

If any provision of this Agreement or any associated Engagement Letter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

15.3 Reliance on Advice:

You acknowledge that you are solely responsible for ensuring that any advice provided by us remains valid in light of any changes in the law or your circumstances before acting upon it. We strongly recommend that you seek updated advice if you have any concerns about the continued validity of our advice.

15.4 Disclaimer of Liability for Future Changes:

We assume no liability for any losses arising from changes in the law or its interpretation that occur after the date on which advice is given. This is because legal interpretations and applications can evolve over time, and we cannot be held responsible for unpredictable future developments.

Methods of Communication

16.1 Electronic Communications:

We may communicate with you and third parties via email or other electronic means when appropriate, unless you instruct us otherwise in writing. While we utilize commercially reasonable efforts to ensure the accuracy and security of electronic communications, you acknowledge that electronic communication methods inherent limitations, including the risk of data transmission errors, unauthorized access, and delays. We will not be held liable for any:

• Changes made to electronic communications after their dispatch.
• Errors or problems arising from the use of electronic communication.
• Damages resulting from the transmission of commercially sensitive information via electronic means.

If you choose not to accept the aforementioned risks associated with electronic communication, you must notify us in writing that email and other electronic methods are not acceptable means of communication.

16.2 Virus Scans:

You are responsible for conducting thorough virus scans on any attachments received before opening or using them. We cannot be held liable for any damages caused by viruses or malware contained in attachments.

Data Protection Act 2018

17.1 Personal Data and Data Protection Act 2018 Compliance:

17.1.1 Processing and Purposes: We are authorized to obtain, use, process, and disclose your personal data solely for the purpose of fulfilling the services agreed upon in the Engagement Letter. This includes, but is not limited to, updating and maintaining client records, performing internal analysis for management purposes, and fulfilling statutory reporting requirements, crime prevention, and legal and regulatory compliance obligations.

17.1.2 Your Rights: You have the right to access your personal data held by us, as per data protection legislation. We confirm our strict adherence to the provisions of the Data Protection Act 2018 (“DPA 2018”) when processing your data. TPP Accountants Ltd t/a Phillips & Co Accountants acts as the Data Controller for your personal data under the DPA 2018.

17.2 Third-Party Data Processing and Controller Obligations:

17.2.1 Your Responsibilities: Sections 11 and 12 of the DPA 2018 create specific obligations for you as a data controller when we act as a data processor handling your personal data on your behalf, such as in a payroll service scenario. We acknowledge our commitment to comply with all provisions of the DPA 2018 when processing your data, including implementing adequate security measures to meet the equivalent obligations placed on you as a data controller.

17.3 International Data Transfers:

17.3.1 Authorized Transfers: We may transfer your information to other countries, including those outside the European Economic Area (EEA), only when appropriate and compliant with applicable data protection laws. This may occur in limited circumstances, such as collaborating with foreign professionals on your behalf.

The Right to Withdraw

18.1 Right to Withdraw Consent and Procedure

If you have previously provided consent for the specific collection, processing, and transfer of your personal information, you have the right to withdraw that consent at any time, as outlined in the General Data Protection Regulation (GDPR).

To exercise your right to withdraw consent, please email info@phillipscoaccountants.co.uk and clearly state the specific processing activities for which you are withdrawing consent. Once we receive and verify your request, we will cease processing your information for the originally agreed-upon purpose(s).

Please note: Withdrawal of consent does not affect the lawfulness of processing conducted prior to your withdrawal notice. Additionally, we may have a separate legitimate legal basis under the GDPR for the continued processing of your information. If this is the case, we will inform you accordingly.

Use of Our Name in Documentation Issued By You

19.1 Use of Our Name:

You are prohibited from using our name, logo, or any other similar identifying information in any statement, document, or marketing material without our prior written consent. This prohibition extends to, but is not limited to, press releases, social media posts, websites, product packaging, and marketing materials.

The sole exception to this restriction is for statements or documents required to be made public by applicable law, regulation, or legal order, provided that such use is limited to the extent necessary to comply with such legal requirements and does not imply any endorsement, approval, or affiliation by us.

Draft or Interim Work & Oral Advice

20.1 Draft, Interim, and Oral Communication:

We may, in the course of providing services to you, provide advice, reports, or other work products in draft, interim, or oral form. However, final written work products shall supersede all prior communications, including any draft, interim, or oral statements.

Upon your written request, we will endeavor to provide you with written confirmation of any orally communicated matters.

Third-Party, Cloud-Based Software

21.1 Cloud-Based Software Suppliers:

We may utilize cloud-based software services (“Services”) provided by third-party vendors (“Suppliers”) to facilitate the delivery of our services. We implement a selection process for potential Suppliers that includes a review of their data storage and security practices, service level agreements, and financial stability. This review aims to ensure the Services meet our standards and are appropriate for handling your data.

Despite these procedures, we cannot accept liability for any issues arising from the use of such Services, regardless of the cause. By utilizing any Service offered by a Supplier, you acknowledge and accept this limitation of liability.

21.2 Software Used by Phillips & Co Accountants:

We utilize a variety of software applications to provide our services. This list includes, but is not limited to:

• IRIS Accountancy Suite
• IRIS Kashflow
• IRIS OpenSpace
• Sage
• Xero
• QuickBooks

Staff Acknowledgements

22.1 Non-Solicitation of Employees:

You agree not to solicit or induce any employee of Phillips & Co Accountants to terminate their employment with us for the purpose of offering them employment with yourself or any other entity without our prior written consent.

22.2 Reciprocal Non-Solicitation:

As a reciprocal courtesy, Phillips & Co Accountants staff are instructed not to solicit or induce any of your employees to terminate their employment with you for the purpose of offering them employment with our firm or any other entity without your prior written consent.

22.3 Recruitment Fee (Optional):

In the event that either party grants written permission for the recruitment of an employee from the other party, the party granting permission may, at its sole discretion, request a recruitment fee from the other party. The fee, if applicable, will be 20% of the annual salary of the recruited employee upon appointment, plus applicable VAT.

22.4 Anti-Harassment Policy:

Phillips & Co Accountants is committed to providing a workplace free from harassment, intimidation, or other threatening behavior (both verbal and physical) for all staff. If any member of our staff feels they have been subjected to such behavior by you or anyone acting on your behalf, they are encouraged to report the incident to the Practice Manager immediately. The Practice Manager will initiate an investigation into the matter and take appropriate action in accordance with our internal policies and applicable law.

22.5 Breach of Agreement:

Any violation of this Agreement, including the provisions outlined in clause 22.4, may constitute a material breach and entitle Phillips & Co Accountants to pursue all available remedies under law, including, but not limited to, termination of services and the pursuit of any outstanding fees.

Disputes & Complaints Procedures

23.1 Complaints Procedure:

Phillips & Co Accountants is committed to providing a high quality of service. To ensure ongoing improvement and address any concerns effectively, we have established the following formal complaints procedure:

23.2 How to Make a Complaint:

If you have a question, concern, or complaint regarding the services provided by our staff, you may contact us by email at info@phillipscoaccountants.co.uk. Our dedicated Complaints Officer will promptly acknowledge your communication and work with you to resolve the matter.

23.3 Dispute Resolution:

These Terms of Service, your use of our website, and the services provided by our staff are governed by and construed in accordance with the laws of England and Wales. In the event of any dispute arising out of or in connection with these matters, the courts of England and Wales shall have exclusive jurisdiction.

Entire Agreement

24.1 Entire Agreement and Disclaimer of Reliance:

This Agreement, which includes the Engagement Letter and these Terms of Service, constitutes the entire agreement between us and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. You acknowledge that you have not relied on any statement, representation, assurance, or warranty (whether made negligently or innocently) other than as expressly set forth in this Agreement.

Changes to This Terms of Service

25.1 Amendment of Terms of Service:

We reserve the right to modify these Terms of Service from time to time, at our sole discretion. We may do so for various reasons, including, but not limited to, to comply with changes in applicable laws or regulations, to reflect changes in our services, or to address security or operational concerns.

25.2 Notice of Changes:

We will notify you of any changes to these Terms of Service by posting the revised Terms on our website and sending you an email notification to the address you have provided.

25.3 Continued Use Deemed Acceptance:

Your continued use of our website and services following the posting and notification of changes to these Terms of Service constitutes your acceptance of the revised Terms.

25.4 Binding Agreement:

These Terms of Service, including any revisions made hereunder, constitute the entire agreement between you and us governing your use of our website and services, and supersede all prior or contemporaneous communications and agreements, whether oral or written.