The following terms of business apply to all engagements accepted by Gemmell McGee VAT Solutions
Ltd. All work is carried out under these terms except where changes are expressly agreed in writing.
1. APPLICABLE LAW
1.1. Our engagement letter, the schedules of services and our standard terms and conditions of
business are governed by, and should be construed in accordance with Scots law. Each party
agrees that the courts of Scotland will have exclusive jurisdiction in relation to any claim, dispute
or difference concerning this engagement letter and any matter arising from it on any basis.
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.
1.2. We will not accept responsibility if you act on advice previously given by us without first
confirming with us that the advice is still valid in light of any change in the law or in your
circumstances. We will accept no liability for losses arising from changes in the law, or the
interpretation thereof, that occur after the date on which the advice is given.
2. CLIENT IDENTIFICATION
2.1. 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. If we are not able to obtain satisfactory evidence of your identity, we will
not be able to proceed with the engagement.
2.2. If you undertake business that requires you to be supervised by an appropriate supervisory
authority to follow anti-money laundering regulations including if you accept or make high value
cash payments of £10,000 or more (or equivalent in any currency) in exchange for goods you
should inform us.
2.3. Any personal data received from you to comply with our obligations under the Money
Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations
2017 (MLR 2017) will be processed only for the purposes of preventing money laundering,
terrorist financing or proliferation financing. No other use will be made of this personal data
unless use of the data is permitted by law or under enactment other than the MLR 2017 or UK
GDPR, or we have obtained the consent of the data subject to the proposed use of the data.
3. CLIENTS’ MONEY
3.1. We will not hold money on your behalf.
4. COMMISSIONS OR OTHER BENEFITS
4.1. In the event we may receive commissions or other benefits for introductions to other
professionals or in respect of transactions which we arrange for you.
Gemmell McGee VAT Solutions Ltd
85 New Row, Dunfermline, KY12 7DZ
Company number SC571186
Tel: 07515 515 753 Email: lynn@gmvatsolutions.co.uk
4.2. If this happens, we will notify you in writing of the amount and terms of payment and receipt of
any such commissions or benefits. The fees you would otherwise pay will not be reduced by the
amount of the commissions or benefits. You agree that we, can retain the commission or other
benefits without being liable to account to you for any such amounts.
5. CONFIDENTIALITY
5.1. Unless we are authorised by you to disclose information on your behalf, we confirm that if you
give us confidential information we will, at all times during and after this engagement, keep it
confidential, except as required by law or as provided for in regulatory, ethical or other
professional pronouncements applicable to us or our engagement.
5.2. You agree that, if we act for other clients who are or who become your competitors, to comply
with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate
to preserve the confidentiality of information given to us by you, both during and after this
engagement. These may include taking the same or similar steps as we take in respect of the
confidentiality of our own information.
5.3. In addition, if we act for other clients whose interests are or may be adverse to yours, we will
manage the conflict by implementing additional safeguards to preserve confidentiality.
Safeguards may include measures such as separate teams, physical separation of teams, and
separate arrangements for storage of, and access to, information.
5.4. You agree that the effective implementation of such steps or safeguards as described above will
provide adequate measures to avoid any real risk of confidentiality being impaired.
5.5. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals.
The subcontractors will be bound by our client confidentiality terms.
5.6. We will inform you of the proposed use of a subcontractor before they commence work, except
where your data will not be transferred out of our systems and the subcontractor is bound by
confidentiality terms equivalent to an employee.
5.7. If we use external or cloud based systems, we will ensure confidentiality of your information is
maintained.
5.8. This applies in addition to our obligations on data protection in section [7]
6. CONFLICTS OF INTEREST
6.1. 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, unless we are unable to do so because of our
confidentiality obligations. [We have safeguards that can be implemented to protect the interests
of different clients if a conflict arises.] If conflicts are identified which cannot be managed in a
way that protects your interests, we regret that we will be unable to provide further services.
Gemmell McGee VAT Solutions Ltd
85 New Row, Dunfermline, KY12 7DZ
Company number SC571186
Tel: 07515 515 753 Email: lynn@gmvatsolutions.co.uk
6.2. If there is a conflict of interest that is capable of being addressed successfully by the adoption
of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the
conflict, we would be guided by ICAS’s Code of Ethics, which can be viewed at
https://www.icas.com/professional-resources/ethics/icas-code-of-ethics. During and after our
engagement, you agree that we reserve the right to act for other clients whose interests are or
may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality
and the safeguards set out in the paragraph on confidentiality above.
7. DATA PROTECTION
7.1. In this clause [7], the following definitions shall apply:
‘client personal data’ means any personal data provided to us by you, or on your behalf, for the
purpose of providing our services to you, pursuant to our engagement letter with you;
‘data protection legislation’ means all applicable privacy and data protection legislation and
regulations including PECR, the GDPR and any applicable national laws, regulations and
secondary legislation in the UK relating to the processing of personal data and the privacy of
electronic communications, as amended, replaced or updated from time to time;
‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them
in the data protection legislation;
‘UK GDPR’ means the Data Protection Act 2018 as amended by the Data Protection, Privacy
and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 which merge
the previous requirements of the Data Protection Act with the requirements of the General Data
Protection Regulation ((EU) 2016/679); and
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003
(SI 2426/2003).
7.2. We shall each be considered an independent data controller in relation to the client personal
data. Each of us will comply with all requirements and obligations applicable to us under the
data protection legislation in respect of the client personal data.
7.3. You shall only disclose client personal data to us where:
a) you have provided the necessary information to the relevant data subjects regarding its use
(and you may use or refer to our privacy notice available at Privacy Policy – GM Vat
Solutions for this purpose);
you have a lawful basis upon which to do so, which, in the absence of any other lawful basis,
shall be with the relevant data subject’s consent; and
you have complied with the necessary requirements under the data protection legislation to
enable you to do so.
Gemmell McGee VAT Solutions Ltd
85 New Row, Dunfermline, KY12 7DZ
Company number SC571186
Tel: 07515 515 753 Email: lynn@gmvatsolutions.co.uk
7.4. Should you require any further details regarding our treatment of personal data,
please contact our data protection manager.
7.5. We shall only process the client personal data:
a) in order to provide our services to you and perform any other obligations in accordance with
our engagement with you;
b) in order to comply with our legal or regulatory obligations; and
c) where it is necessary for the purposes of our legitimate interests and those interests are not
overridden by the data subjects’ own privacy rights. Our privacy notice (available at Privacy
Policy – GM Vat Solutions) contains further details as to how we may process client
personal data.]
7.6. For the purpose of providing our services to you, we may disclose the client personal data to
members of our firm’s network, our regulatory bodies or other third parties (for example, our
professional advisors or service providers). We will only disclose client personal data to a third
party provided that the transfer is undertaken in compliance with the data protection legislation.
7.7. We may disclose the client personal data to other third parties in the context of a possible sale,
merger, restructuring or financing of or investment in our business. In this event we will take
appropriate measures to ensure that the security of the client personal data continues to be
ensured in accordance with data protection legislation. If a change happens to our business,
then the new owners may use our client personal data in the same way as set out in these
terms.
7.8. We shall maintain commercially reasonable and appropriate security measures, including
administrative, physical and technical safeguards, to protect against unauthorised or unlawful
processing of the client personal data and against accidental loss or destruction of, or damage
to, the client personal data.
7.9. In respect of the client personal data, provided that we are legally permitted to do so, we shall
promptly notify you in the event that:
(a) we receive a request, from or on behalf of a relevant data subject, to exercise their data
subject rights under the data protection legislation or a complaint or any adverse
correspondence in respect of our processing of their personal data;
(b) we are served with an information, enforcement or assessment notice (or any similar
notices), or receive any other material communication in respect of our processing of the client
personal data from the Information Commissioner’s Office or any other supervisory authority);
or
(c) we reasonably believe that there has been any incident which resulted in the accidental or
unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client
personal data.
Gemmell McGee VAT Solutions Ltd
85 New Row, Dunfermline, KY12 7DZ
Company number SC571186
Tel: 07515 515 753 Email: lynn@gmvatsolutions.co.uk
7.10. Upon the reasonable request of the other, we shall each co-operate with the other and take such
reasonable commercial steps or provide such information as is necessary to enable each of us
to comply with the data protection legislation in respect of the services provided to you in
accordance with our engagement letter with you in relation to those services.
8. DISENGAGEMENT
8.1. If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that
our respective responsibilities are clear. If we have no contact with you for a period of one year
or more, we may issue to your last known address a disengagement letter and thereafter cease
to act.
9. ELECTRONIC AND OTHER COMMUNICATION
9.1. Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third
parties by email or other electronic means. The recipient is responsible for virus checking emails
and any attachments.
9.2. 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 in emails or by electronic storage
devices. Nevertheless, electronic communication is not totally secure and we cannot be held
responsible for damage or loss caused by viruses or 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, other than when
electronic submission is mandatory.
9.3. Any communication by us with you sent through the postal [or DX] system is deemed to arrive
at your postal address two working days after the day the document was sent.
10. FEES AND PAYMENT TERMS
10.1. 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 advice we provide, as well as the level of
risk.
10.2. If we provide you with an estimate of our fees for any specific work, the estimate will not be
contractually binding unless we explicitly state that will be the case. Otherwise, our fees will be
calculated on the basis of the hours worked by each member of staff necessarily engaged on
your affairs, multiplied by their charge-out rate per hour, VAT being charged thereon.
10.3. If 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. If it becomes
apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve
the right to notify you of a revised figure or range and to seek your agreement thereto.
Gemmell McGee VAT Solutions Ltd
85 New Row, Dunfermline, KY12 7DZ
Company number SC571186
Tel: 07515 515 753 Email: lynn@gmvatsolutions.co.uk
10.4. 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 you have. You will remain liable for our fees regardless of whether all or part are liable to
be paid by your insurers.
10.5. Our invoices will be due for payment upon presentation within 7 days of issue]. Our fees are
exclusive of VAT which will be added where it is chargeable. 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.
10.6. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party,
counsel or other professional fees. If these costs are incurred to fulfil our engagement, such
necessary additional charges may be payable by you.
10.7. [It is possible we ask clients to pay by monthly direct debit and periodically to adjust the monthly
payment by reference to actual billings.
10.8. We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base
rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the
right to suspend our services or to cease to act for you, having given written notice, if payment
of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable
to do so.
10.9. If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 7 days
of receipt, failing which, you will be deemed to have accepted that payment is due.
10.10.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 individual (or parent company) giving us instructions on behalf of
the client, and we shall be entitled to enforce any sums due against the group company or
individual nominated to act for you.
11. HELP US TO GIVE YOU THE BEST SERVICE
11.1. We are committed to providing you with a high quality service that is both efficient and effective.
If, at any point you would like to discuss with us how our service to you could be improved, or if
you are dissatisfied with the service you are receiving, please let us know by contacting Lyndsay
Dignan @ lyndsay@gmvatsolutions.co.uk
11.2. We will consider carefully any complaint you may make about our service as soon as we receive
it and do all we can to explain the position to you. We will acknowledge your letter within five
business days of its receipt and endeavour to deal with your complaint within eight weeks.
11.3. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter
with our professional body, ICAS.
Gemmell McGee VAT Solutions Ltd
85 New Row, Dunfermline, KY12 7DZ
Company number SC571186
Tel: 07515 515 753 Email: lynn@gmvatsolutions.co.uk
12. INTELLECTUAL PROPERTY RIGHTS AND USE OF OUR NAME
12.1. We will retain all intellectual property rights in any document prepared by us during the course
of carrying out the engagement except where the law specifically states otherwise.
12.2. You are not permitted to use our name in any statement or document you may issue unless our
prior written consent has been obtained. The only exception to this restriction would be
statements or documents that, in accordance with applicable law, are to be made public.
13. INTERPRETATION
13.1. If any provision of our engagement letter or terms of business is held to be void, that provision
will be deemed not to form part of this contract. 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.
14. INTERNAL DISPUTES WITHIN A CLIENT
14.1. If we become aware of a dispute between the parties who own the business or who are in some
way involved in its ownership and management, 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 [registered office] [normal place of business] for the attention of the [directors]
[partners] [trustees]. If conflicting advice, information or instructions are received from different
[directors] [partners] [trustees] in the business, we will refer the matter back [to the board of
directors] [the partnership] and take no further action until the [board] [partnership] has agreed
the action to be taken.
15. INVESTMENT ADVICE (INCLUDING INSURANCE DISTRIBUTION SERVICES)
15.1. Investment business is regulated by the Financial Services and Markets Act 2000. 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.
16. LIEN
16.1. Insofar as we are permitted to so by law or by 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.
Gemmell McGee VAT Solutions Ltd
85 New Row, Dunfermline, KY12 7DZ
Company number SC571186
Tel: 07515 515 753 Email: lynn@gmvatsolutions.co.uk
17. LIMITATION OF THIRD PARTY RIGHTS
17.1. 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
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 Contract (Third
Party Rights) (Scotland) Act 2017.
18. PERIOD OF ENGAGEMENT AND TERMINATION
18.1. Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit
or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for
periods before that date.
18.2. Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the
other party except if 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 of us before termination.
18.3. We reserve the right to terminate the engagement between us with immediate effect in the event
of: your insolvency, bankruptcy or other arrangement being reached with creditors; an
independence issue or change in the law which means we can no longer act; failure to pay our
fees by the due dates; or either party being in breach of their obligations if this is not corrected
within 30 days of being asked to do so.
18.4. In the event of termination of our contract, 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 shall not be responsible or liable for any consequences arising from termination.
19. PROFESSIONAL RULES AND STATUTORY OBLIGATIONS
19.1. We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of
ICAS [including Professional Conduct in Relation to Taxation] and will accept instructions to act
for you on this basis. In particular you give us the authority to correct errors made by HMRC if
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. You can see copies of these requirements
in our offices. The requirements are also available online at
https://www.icas.com/governance/charter/icas-rules-and-regulations.
20. QUALITY CONTROL
20.1. As part of our ongoing commitment to provide a quality service, our files are periodically
reviewed by an independent regulatory or quality control body. These reviewers are highly
experienced professionals and are bound by the same rules of confidentiality as our principal
and staff.
Gemmell McGee VAT Solutions Ltd
85 New Row, Dunfermline, KY12 7DZ
Company number SC571186
Tel: 07515 515 753 Email: lynn@gmvatsolutions.co.uk
20.2. When dealing with HMRC on your behalf we are required to be honest and to take reasonable
care to ensure that your returns are correct. To enable us to do this, you are required to be
honest with us and to provide us with all necessary information in a timely manner. For more
information about ‘Your Charter’ for your dealings with HMRC, visit
www.gov.uk/government/publications/your-charter. To the best of our abilities, we will ensure
that HMRC meet their side of the Charter in their dealings with you.
21. RELIANCE ON ADVICE
21.1. 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 the course of a meeting or a telephone conversation) and you wish to be able
to rely on that advice, you must ask for the advice to be confirmed by us in writing. Advice is
valid as at the date it was given.
22. RETENTION OF PAPERS
22.1. You have a legal responsibility to retain documents and records relevant to your financial affairs.
During the course of our work we may collect information from you and others relevant to your
tax and financial affairs. We will return any original documents to you [if requested]. Documents
and records relevant to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships:
a) with trading or rental income: five years and 10 months after the end of the tax year
b) otherwise: 22 months after the end of the tax year.
Companies, Limited Liability Partnerships, and other corporate entities:
c) six years from the end of the accounting period.
22.2. Although certain documents may legally belong to you, we may destroy correspondence and
other papers that we store electronically or otherwise that are more than [seven] years old,
except documents we think may be of continuing significance. You must tell us if you wish us to
keep any document for any longer period.
22.3. If we resign or are asked to resign, we will return any original documents or documents that
legally belong to you on request, subject to any right of lien that we may have. If you fail to collect
such records within six months from the date of our disengagement letter, you agree that we are
no longer responsible for their safekeeping and that we may destroy documents and records
that we hold.
Prior to destruction of the documents, we shall issue a reminder for the collection of records at
least 1 month prior to the destruction of records. In addition, a final reminder shall be issued at
least 14 days prior to the destruction of records.
23. THE PROVISION OF SERVICES REGULATIONS 2009
23.1. Our professional indemnity insurer is Tokio Marine HCC.
Gemmell McGee VAT Solutions Ltd
85 New Row, Dunfermline, KY12 7DZ
Company number SC571186
Tel: 07515 515 753 Email: lynn@gmvatsolutions.co.uk
24. TIMING OF OUR SERVICES
24.1. If you provide us with all information and explanations on a timely basis in accordance with our
requirements, we will plan to undertake the work within a reasonable period of time to meet any
regulatory deadlines. However, failure to complete our services before any such regulatory
deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.
25. ALTERNATE ARRANGEMENTS
If for any reason, I am unable to run my practice, I have made arrangements for the continuation of
services to clients.