Terms & Conditions

1. Introduction & About Us

1.1 Introduction: Welcome to TPP Accountants Ltd, trading as Phillips & Co Accountants. These terms govern your engagement with our services. Please read them carefully. By engaging our services, you agree to be bound by these terms.

2.1 Corporate Identity: Phillips & Co Accountants is a trading name of TPP Accountants Ltd.

2.2 Registered Office: TPP Accountants Ltd is a company registered in England and Wales (company number 11050963) with its registered office at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF.

2.3 Regulatory Body: TPP Accountants Ltd is a firm of Chartered Certified Accountants regulated by the Association of Chartered Certified Accountants (ACCA).

2. Our Agreement & Advisory Scope

• 3.1 Parties to Agreement: This agreement is between you and TPP Accountants Ltd t/a Phillips & Co Accountants (“we”, “us”, or “our”).
• 3.2 Purpose of Advice: The advice we provide is for your sole use and for the purposes outlined in the Engagement Letter. It should not be used for any other purpose or disclosed to any third party without our prior written consent.
• 3.3 Scope of Advisory Services: Our standard engagement covers statutory compliance and the precise preparation of your tax filings. Unless explicitly detailed within your Engagement Letter as a dedicated, ongoing advisory service, we are not obligated to provide proactive tax planning, unsolicited wealth management, or speculative business strategy. Any proactive advice provided is strictly supplementary and does not broaden the legal scope of our contracted compliance duties.

3. Professional Responsibilities & Ethics

• 4.1 ACCA Code of Ethics: We will observe and act in accordance with the bylaws, regulations, and Code of Ethics of the ACCA.
• 4.2 Professional Confidentiality: We will keep your information confidential, except as required by law or professional standards. We may subcontract work where appropriate, but we will ensure our subcontractors are bound by the same confidentiality obligations.
• 4.3 Conflicts of Interest: We may serve clients whose interests compete with or are adverse to your own, subject to our confidentiality obligations. We will notify you of any direct conflicts of interest.
• 4.4 Tax Anti-Abuse (GAAR): We will consider the General Anti-Abuse Rule (GAAR) when providing tax advice.

4. Fees, Payment Terms & Billing Rules

5.1 Scope of Fees & Disbursements: Fees for our services will be detailed in your Engagement Letter. Fees may be fixed for a defined scope of work or based on the time spent on your affairs. Our fees cover our professional time and expressly exclude third-party costs and disbursements. For example, the statutory Companies House Confirmation Statement filing fee (currently £50) is a disbursement and will be recharged separately.

5.2 Additional Work: For services falling outside the scope of your engagement, we will provide a custom quote for your approval before commencing work.

• 5.3 Statutory VAT Position: All 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 professional fees. However, where third-party disbursements or specific resold services (such as Registered Office facilities) include VAT, this will be passed on to you. Should our firm’s VAT status change, VAT will be added to all fees at the prevailing statutory rate.
• 5.4 Expedition Surcharges: A surcharge may apply to work that requires an expedited turnaround due to information being submitted within one month of a filing deadline. This will be communicated to you in advance.
• 5.5 Invoice Terms: Invoices are payable within 14 days of the date of issue, unless otherwise agreed.
• 5.6 Late Payment & Interest: We reserve the right to charge interest on late payments at the statutory rate. We may also suspend services if invoices are significantly overdue.
• 5.7 Right of Lien: In the event of unpaid fees, we reserve the right to exercise a general lien over your documents and records. This means we may lawfully retain your paperwork, as well as our own working papers, until all outstanding invoices are settled in full, subject strictly to ACCA ethical guidelines and statutory requirements.
• 5.8 Annual Fee Review: Where we have agreed a fixed monthly or annual fee, we reserve the right to review and adjust this fee on an annual basis. This review will account for general inflation, operational costs, and any significant changes in the complexity of your affairs. (Please note: As per our firm policy, cloud accounting software subscriptions are held directly by the client and are strictly not included in our firm’s fixed fees).

5. Limitation of Liability

• 6.1 Standard of Care: We will provide services with reasonable care and skill. Our liability is limited to losses directly arising from our breach of contract or negligence. We are not liable for losses arising from incorrect or incomplete information provided by you, or your failure to act on our advice.
• 6.2 Cap on Liability: Our total liability to you for any single claim or series of related claims is strictly limited. The exact financial cap on our liability will be explicitly detailed in your Engagement Letter, commensurate with the scope and risk profile of your specific engagement.
• 6.3 Professional Indemnity Insurance: Our professional indemnity insurer is QBE UK Ltd. The territorial coverage is worldwide excluding the USA and Canada.
• 6.4 Personal Immunity of Principals: You agree not to hold our firm’s principals or staff personally liable for any losses. This does not limit our firm’s liability for services provided.
• 6.5 Statutory Rights Preserved: Nothing in these terms shall exclude or restrict our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be lawfully limited or excluded under applicable UK legislation, including the Consumer Rights Act 2015.
• 6.6 Execution of Self-Directed Client Strategy: Where you provide us with explicit written instructions regarding your preferred remuneration strategy (such as maximizing dividend extraction over pension contributions), we will execute these instructions compliantly. We accept no liability for any subsequent financial loss, retrospective regret, or alleged missed tax efficiencies arising directly from the execution of your self-directed commercial choices and strategic financial objectives.

6. Service Quality, Complaints & Termination

• 7.1 Complaints Procedure: We aim to provide high-quality service. Please contact our Managing Director with any concerns. We have a formal complaints procedure, which can be provided on request.
• 7.2 ACCA Escalation: If a complaint cannot be resolved internally, you may refer it to the ACCA.
• 8.1 Notice of Termination: Either party may terminate this agreement by providing 30 days’ written notice.
• 8.2 Immediate Termination: We may terminate our services immediately if you become insolvent, fail to pay fees, breach these terms, or if we are required to do so for legal or regulatory reasons. Upon termination, you will be responsible for any outstanding fees for work completed.

7. Client Responsibilities & MTD Compliance

9.1 Provision of Information: You are responsible for providing, in a timely manner, all information and documents required for us to perform our services. You agree that all information provided will be accurate and complete to the best of your knowledge.

9.2 Timely Submission for Deadlines: To ensure we can meet statutory deadlines without compromising the quality of our work, you agree to provide all requested information for annual compliance services (such as Self-Assessment tax returns) by **30 November** each year.

9.3 Consequences of Late Submission: We reserve the right to apply a surcharge, as detailed in clause 5.4, for any work where information is provided after the 30 November deadline. Furthermore, we shall not be held liable for any penalties, interest, or other losses incurred if your failure to adhere to this timeline prevents us from filing on time.

9.4 Document Verification: You agree to review all documents, returns, and statements we prepare for your approval. You are ultimately responsible for the accuracy of any return submitted on your behalf.

9.6 Third-Party Professional Advice: During our engagement, we may identify areas where you require specialized independent financial or legal advice (e.g., establishing corporate pension vehicles). If we refer you to an Independent Financial Adviser (IFA) or solicitor, it is your responsibility to act upon that referral. We accept no liability for the advice provided by third parties, nor for any financial impact resulting from your failure to engage them.

8. Documents, Data Protection & AML Regulations

• 10.1 Original Records: We will return any original documents to you following completion of our work. You should retain your records for the legally required periods (typically 5 years after the filing deadline for Self Assessment and 6 years from the end of the financial year for limited companies).
• 10.2 Working Papers Ownership: Our own working papers, files, and records created during the course of our work for you remain our property.
• 10.3 Document Destruction Policy: We may destroy correspondence and other papers that are more than seven years old, other than documents we consider to be of continuing significance.
• 11.1 Data Protection Compliance: We will process your personal data in accordance with the UK GDPR and the Data Protection Act 2018. Our role as a data controller and processor, and your rights as a data subject, are detailed in our full Privacy Policy, which is available on our website and forms a part of our agreement with you.
• 11.2 Withdrawal of Consent: You have the right to withdraw consent for the processing of your personal data at any time by emailing us. Please note that the withdrawal of consent does not affect the lawfulness of any processing that occurred before the withdrawal.
• 12.1 Anti-Money Laundering (AML) Regulations: We are legally required to comply with the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. To do so, we must perform client due diligence, which includes verifying your identity and address.
• 12.2 Statutory NCA Reporting: We have a legal obligation to report any knowledge or suspicion of money laundering, which can include tax evasion, to the National Crime Agency (NCA) without notifying you.
• 12.3 Sanctions Screening: We comply with all UK regulations regarding proliferation financing, including screening clients against relevant sanctions lists.

9. Cloud Software & General Legal Provisions

• 13.1 Third-Party Cloud Software: We use a variety of secure, cloud-based software applications (including IRIS, Xero, and QuickBooks) to provide our services efficiently. While we perform due diligence on our suppliers, we cannot accept liability for issues arising directly from their services.
• 13.2 Cyber Security Limits: We will take reasonable care to keep our systems secure, but cannot guarantee that electronic communications will be free from interception or viruses. You are responsible for your own virus-scanning protocols.
• 14.1 Intellectual Property: We retain all intellectual property rights in any reports, analyses, or other deliverables provided to you, unless otherwise agreed in writing.
• 14.2 Entire Agreement: These Terms of Service and your Engagement Letter constitute the entire agreement between us, superseding any prior agreements. The Engagement Letter takes precedence in case of any conflict with these terms.
• 14.3 Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, or utility failures.
• 14.4 Governing Law: This agreement is governed by English law, and the Courts of England and Wales have exclusive jurisdiction over any disputes.