Terms & Conditions

1. Introduction & Regulatory Status

• 1.1 Corporate Identity: Phillips & Co Accountants is a trading name of TPP Accountants Ltd (“the firm”, “we”, “us”, or “our”). TPP Accountants Ltd is a private limited company registered in England and Wales under company number 11050963.
• 1.2 Registered Office: The registered office of TPP Accountants Ltd is 167-169 Great Portland Street, 5th Floor, London, W1W 5PF.
• 1.3 Professional Regulation: TPP Accountants Ltd is a firm of Chartered Certified Accountants regulated by the Association of Chartered Certified Accountants (ACCA). We adhere to the bye-laws, regulations, and Code of Ethics of the ACCA.
• 1.4 Governing Law & Jurisdiction: This contract and any dispute or claim arising out of or in connection with it or its subject matter 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 dispute.

2. Agreement Framework, Invoices & Scope of Service

• 2.1 Contractual Integration: This agreement is made between you (the client identified in your Engagement Letter or on our invoices) and TPP Accountants Ltd t/a Phillips & Co Accountants. These Terms of Service apply to all work undertaken, all formal Engagement Letters, and all fee notes and invoices rendered. Unless an Engagement Letter explicitly varies a specific clause in writing, the terms set out herein take precedence.
• 2.2 Purpose of Advice & Exclusion of Third-Party Rights: Any advice, document, calculation, or report provided by us is strictly for your sole confidential use and for the specific purpose set out in your Engagement Letter. It must not be relied upon by any third party, nor disclosed publicly or transferred without our prior written consent. A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
• 2.3 Statutory Compliance Focus: Our core engagement covers defined statutory accounting, payroll, and tax compliance duties as specified in your Engagement Letter. Unless explicitly detailed within the Engagement Letter as a contracted, ongoing strategic advisory mandate, our services do not include proactive tax planning, unprompted remuneration reviews, or investment advice. Supplementary advice provided on an ad hoc basis does not expand our contracted scope of duty.

3. Professional Standards & Ethical Obligations

• 3.1 Professional Confidentiality: We will keep all confidential information relating to your business and personal affairs strictly confidential, except where disclosure is required by law, professional ethics, court order, or regulatory statute. We may subcontract technical processing where appropriate; all subcontractors are bound by identical confidentiality and data protection obligations.
• 3.2 Conflicts of Interest: We reserve the right to act for other clients whose commercial interests may compete with or be adverse to your own, subject to our ongoing duty of confidentiality. Should a direct conflict of interest arise between you and another client on a specific operational matter, we will notify you promptly and agree appropriate safeguards.
• 3.3 Anti-Abuse & Professional Conduct in Taxation: We observe the fundamental principles of Professional Conduct in Relation to Taxation (PCRT) and statutory anti-abuse legislation, including the General Anti-Abuse Rule (GAAR). We will not assist with, facilitate, or advise on artificial tax avoidance schemes or transactions designed solely for tax avoidance.

4. Fees, Invoicing & 14-Day Payment Terms

4.1 Basis of Fees & Disbursements: Fees for our professional services will be set out in your Engagement Letter or invoice, taking the form of a fixed fee for defined deliverables, recurring monthly standing arrangements, or hourly rates for time spent. Our professional fees cover professional time only and expressly exclude statutory filing fees, court fees, and third-party disbursements. Statutory disbursement fees payable to public bodies (including Companies House confirmation statement fees, incorporation fees, and registry charges, as prescribed by statute from time to time) will be charged to you separately.

4.2 Standard 14-Day Payment Terms: All invoices issued by TPP Accountants Ltd are strictly due and payable within 14 calendar days of the invoice issue date, unless an alternative settlement term is explicitly stated in writing in your Engagement Letter. The receipt of an invoice without immediate dispute constitutes acceptance of the fees and charges set out therein under these terms.

4.3 Additional Services: Where you request services outside the agreed scope of your Engagement Letter, we will agree a separate fee quote or apply standard hourly rates before undertaking the work, with all resulting invoices subject to our standard 14-day payment terms.

• 4.5 VAT Position: Core accounting fees quoted are exclusive of VAT. As TPP Accountants Ltd is not currently registered for VAT, no VAT is added to our primary accounting and tax fees. However, third-party disbursements or recharged facilities (such as registered office address services) that incur input VAT will be recharged inclusive of that VAT. If our VAT registration status changes, VAT will be charged on all fees at the prevailing statutory rate.
• 4.6 Expedited Filing Surcharges: To preserve scheduling integrity, records or information submitted less than 30 calendar days before a statutory filing deadline may be subject to an expedited turnaround surcharge. This surcharge will be notified to you prior to commencement.
• 4.7 Late Payment Interest & Debt Recovery: Where any invoice remains unpaid after the 14-day payment period, we reserve the contractual right to charge interest on overdue sums at the rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until full settlement, together with compensation for statutory debt recovery costs. We further reserve the right to suspend all ongoing work, withhold electronic filings, and cease communication with HMRC or Companies House on your behalf while fee notes remain overdue.
• 4.8 Lien Over Documents: In the event of non-payment of professional fees, we reserve the right to exercise a lien over our own working papers, computations, draft filings, and firm-generated work product until all outstanding fees are settled in full. This lien is exercised strictly in accordance with ACCA ethical guidelines and will not be applied to primary books of account, statutory registers, or source vouchers belonging to you where withholding them would create an immediate statutory filing breach.
• 4.9 Annual Review of Recurring Fees: For recurring fee arrangements (monthly or annual), we review fee structures annually to reflect operational inflation, statutory complexity, and transaction volume. Cloud accounting platform software licences (such as QuickBooks, Xero, or Dext) are held and paid for directly by the client and are not included within our professional fee structures.

5. Limitation of Liability

• 5.1 Duty of Care: We will carry out our work with reasonable care and skill in accordance with applicable ACCA professional standards. We accept no liability for any loss, fine, penalty, or tax surcharge resulting from incomplete, misleading, or late information provided by you, or your failure to act upon our technical advice.
• 5.2 Liability Cap: Our aggregate liability to you in contract, tort (including negligence), breach of statutory duty, or otherwise, for any single claim or series of connected claims arising out of or in connection with our services shall be limited to the total monetary cap expressly specified in your Engagement Letter. Where no specific financial cap is stated in the Engagement Letter, our total aggregate liability shall be limited to an amount equal to three times the total professional fee paid by you for the specific service giving rise to the claim.
• 5.3 Exclusion of Indirect and Consequential Loss: We shall have no liability to you, whether in contract, tort (including negligence), or otherwise, for any loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or any indirect, special, or consequential loss or damage.
• 5.4 Professional Indemnity Insurance: We maintain professional indemnity insurance in accordance with ACCA regulations. Our insurer is QBE UK Ltd, providing worldwide territorial cover excluding the United States of America and Canada.
• 5.5 Personal Immunity of Staff & Directors: All work is undertaken by TPP Accountants Ltd. You agree that you will not bring any personal claim in contract, tort, negligence, or breach of statutory duty against any individual director, practice manager, employee, consultant, or principal of the firm in respect of work conducted under this agreement.
• 5.6 Execution of Self-Directed Remuneration Strategies: Where you provide explicit instructions regarding your personal remuneration strategy (including, but not limited to, the prioritisation of company dividend extractions over salary, pension contributions, or profit retention), we will prepare and submit returns reflecting your lawful commercial directions. We accept no liability for any subsequent tax outcome, reduced allowance eligibility, or alleged lost tax efficiency arising directly from the compliant execution of your self-directed instructions.
• 5.7 Statutory Rights Preserved: Nothing in these Terms of Service shall exclude or restrict our liability for fraud or fraudulent misrepresentation, death or personal injury caused by our negligence, or any other liability which cannot lawfully be limited or excluded under the laws of England and Wales, including the Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015.

6. Client Responsibilities & Submission Deadlines

• 6.1 Accuracy & Completeness: You are legally responsible for the complete, truthful, and timely provision of all books, vouchers, records, and information necessary for us to discharge our work. You are required to review all draft accounts, computations, and statutory returns prepared by us and formally confirm your approval prior to submission. You retain ultimate statutory responsibility for the accuracy of any return submitted to HMRC or Companies House.
• 6.2 Information Cut-Off Date for Self Assessment: To ensure your Self Assessment return is completed and submitted to HMRC ahead of the 31 January statutory deadline, all final information, bank statements, dividend logs, and supporting documents must be submitted to us by 30 November following the end of the tax year.
• 6.3 Default & Late Submission Consequences: If complete information is provided after 30 November, we will make reasonable commercial efforts to file your return on time; however, we give no warranty that the return can be completed by 31 January. We accept no liability for any HMRC late-filing penalties, late-payment interest, or automatic statutory charges resulting from information submitted after our cut-off date.
• 6.4 Third-Party Advice & Referrals: Where we recommend that you seek independent technical advice (such as from an Independent Financial Adviser concerning corporate pension schemes or a solicitor regarding commercial contracts), the decision to engage that specialist rests entirely with you. We accept no liability for the performance or advice of external professionals, nor for any loss arising from your decision not to obtain such specialist advice.

7. Digital Compliance, Software & Making Tax Digital

• 7.1 Digital Records Mandate: Where statutory regimes require digital record-keeping and periodic reporting (including Making Tax Digital for VAT, and Making Tax Digital for Income Tax Self Assessment as applicable to qualifying sole traders and landlords), you are responsible for maintaining digital records using HMRC-recognised software.
• 7.2 Software Ownership: Cloud accounting software licences must be contracted and held directly by you to ensure you retain legal control and uninterrupted ownership of your underlying business data.
• 7.3 Cloud Service Availability: While we select established software vendors (such as IRIS, Xero, QuickBooks, and Inform Direct), we are not liable for business disruption, service outages, or data loss resulting from faults, maintenance, or security incidents within third-party cloud environments.

8. Document Retention, Data Protection & Anti-Money Laundering

• 8.1 Ownership of Documents: Original vouchers, receipts, and statutory records supplied by you remain your property and will be returned upon completion of work. Working papers, computation schedules, audit files, and internal correspondence created by us during our engagement remain the exclusive intellectual and physical property of TPP Accountants Ltd.
• 8.2 Retention of Records: You are legally required to retain your accounting records for statutory limitation periods (typically 5 years after the 31 January filing deadline for personal Self Assessment, and 6 years from the end of an accounting period for limited companies). We may destroy files and documents held by us that are more than seven years old, save for deeds or documents of continuing statutory legal importance.
• 8.3 Data Protection: We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The legal basis, processing categories, and your statutory rights as a data subject are set out in our firm Privacy Policy, accessible on our website.
• 8.4 Anti-Money Laundering Legislation: Under the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), we have a strict legal duty to verify the identity and address of our clients before commencing work. We may utilise electronic verification systems for this purpose.
• 8.5 Statutory NCA Reporting: We are under an overriding statutory obligation to make a confidential Suspicious Activity Report (SAR) to the National Crime Agency (NCA) if we know or have reasonable grounds to suspect that a transaction or funds involve the proceeds of crime, which includes deliberate tax evasion. Under UK law, we are strictly prohibited from informing or tipping off you or any third party that a report has been made.
• 8.6 Sanctions Compliance: We comply with the Sanctions and Anti-Money Laundering Act 2018. We do not act for individuals, corporate entities, or associated persons subject to UK financial or proliferation financing sanctions.

9. Complaints & Termination

9.1 Internal Resolution: If at any time you are dissatisfied with our service, you should bring your concern in writing to the attention of our Practice Manager or Managing Director. We maintain an internal complaints procedure and will investigate any issue thoroughly and promptly.

9.2 ACCA Referral: If an issue cannot be resolved to your satisfaction through our internal complaints process, you have the right to refer the matter to our professional regulatory body, the Association of Chartered Certified Accountants (ACCA).

9.3 Termination of Contract: Either party may terminate this agreement by giving 30 calendar days’ written notice to the other.

9.4 Immediate Termination: We reserve the right to terminate our engagement with immediate effect upon written notice if:

• you fail to pay our professional fees within 30 days of the due date;
• you commit a material breach of these terms which is irremediable or unrectified within 14 days of notice;
• you enter into bankruptcy, liquidation, administration, or composition with creditors;
• you fail to satisfy statutory Customer Due Diligence (AML) requirements; or
• our continued engagement would place the firm in breach of professional ethics, court rules, or statutory obligations.

9.5 Post-Termination Fees: Upon termination, you will be liable to settle immediately all outstanding invoices and pay for professional work undertaken up to the effective date of termination on a time-apportioned basis. We will cooperate with incoming accountants regarding professional handover letters, subject to our lien over firm-created computations where fees remain unpaid.