The following terms of business apply to all engagements accepted by Donachie Chartered Accountants. All work is carried out under these terms except where changes are expressly agreed in writing.

1.Applicable law

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. 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

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.

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.

Any personal data received from you to comply with our obligations under the Money Laundering, Terrorist Financing and Transfer of 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

We do not hold client money in any circumstance.

4.Commissions or other benefits

In very rare circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. 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 same will apply if the payment is made to, or the transactions are arranged by, one of our associates. 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.

If in the future abnormally large commissions are received which were not envisaged when the engagement letter was signed, we will obtain specific consent to the retention of those commissions.

5.Confidentiality

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.

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.

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, such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

You agree that the effective implementation of such steps or safeguards will provide adequate measures to avoid any real risk of confidentiality being impaired.

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. You may additionally need to consider your data protection responsibilities.

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.

Where appropriate, if we use external or cloud-based systems, we will ensure confidentiality of your information is maintained. This applies in addition to our obligations on data protection in section 7.

6.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, 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.

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 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 to our obligations of confidentiality and the safeguards above.

7.Data protection

In this clause, the following definitions 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, merging the previous Data Protection Act requirements with the General Data Protection Regulation ((EU) 2016/679); and
• "PECR" means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

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.

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 — please refer to our letter of engagement; (b) you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be the relevant data subject's consent; and (c) you have complied with the necessary requirements under the data protection legislation to enable you to do so.

Should you require any further details regarding our treatment of personal data, please contact our data protection officer, James Donachie, on 0141 237 6869.

We shall only process the client personal data: in order to provide our services to you and perform any other obligations in accordance with our engagement with you; in order to comply with our legal or regulatory obligations; and where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects' own privacy rights.

For the purpose of providing our services to you, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers), which may be located outside of the United Kingdom, provided that the transfer is undertaken in compliance with the data protection legislation.

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, taking appropriate measures to ensure continued security in accordance with data protection legislation.

We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage.

Provided that we are legally permitted to do so, we shall promptly notify you if: (a) we receive a request to exercise data subject rights, or a complaint or adverse correspondence in respect of our processing of personal data; (b) we are served with an information, enforcement or assessment notice from the ICO or any other supervisory authority; or (c) we reasonably believe there has been any incident resulting in accidental or unauthorised access, loss, disclosure or alteration of the client personal data.

8.Disengagement

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 6 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

9.Electronic and other communication

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.

With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. 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. 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.

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

10.Fees and payment terms

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.

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. Indicative hourly charge-out rates are as follows:

• Partner£300
• Manager£175
• Assistant£75

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. 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.

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, through insurance policies you hold or via membership of a professional or trade body.

When we issue a bill for services it will be due upon presentation. 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.

In some circumstances it is our normal practice to ask clients to pay by monthly standing order and periodically to adjust the monthly payment by reference to actual billings.

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, and to suspend our services or cease to act for you, having given written notice, if payment of any fees is unduly delayed.

If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

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.

11.Help us to give you the best service

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 James Donachie on 0141 237 6869.

We will consider carefully any complaint you may make about our service as soon as we receive it. We will acknowledge your letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.

If we do not answer your complaint to your satisfaction, you may take up the matter with our professional body, ICAS, or refer it to an alternative dispute resolution (ADR) provider.

12.Intellectual property rights and use of our name

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.

You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained, other than statements or documents that, in accordance with applicable law, are to be made public.

13.Interpretation

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

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, 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. We will continue to supply information to the registered office for the attention of the directors/partners/trustees, and refer conflicting instructions back to the board/partnership/trustees.

15.Investment advice (including insurance distribution services)

Investment business is regulated by the Financial Services and Markets Act 2000. If you need advice on investments including insurances, we may have to refer you to someone authorised by the Financial Conduct Authority, as we are not. As we are licensed by ICAS, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we provide.

In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants' Compensation Scheme. Further information: icas.com/regulation/complaints-and-sanctions/investment-business-compensation-scheme.

16.Lien

Insofar as we are permitted to do 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.

17.Limitation of third party rights

The advice and information we provide to you is for your sole use, and not for any third party to whom you may communicate it, unless we have expressly agreed otherwise. 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

Unless otherwise agreed, our work will begin when we receive implicit or explicit acceptance of our engagement letter. Each of us may terminate our agreement by giving not less than 21 days' notice in writing, except in cases of non-cooperation or misleading information, where we may terminate immediately.

We reserve the right to terminate the engagement with immediate effect in the event of insolvency, an independence issue, failure to pay fees, or breach of obligations not corrected within 30 days of being asked.

19.Professional rules and statutory obligations

We will observe and act in accordance with the By-laws, regulations and Code of Ethics of ICAS, including Professional Conduct in Relation to Taxation. You give us the authority to correct errors made by HMRC if we become aware of them. Requirements are available online at icas.com/governance/charter/icas-rules-and-regulations.

20.Quality control

As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body, bound by the same confidentiality rules as our staff.

When dealing with HMRC on your behalf we are required to be honest and take reasonable care to ensure your returns are correct; you are required to be honest with us and provide all necessary information in a timely manner. See gov.uk/government/publications/your-charter.

21.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. Advice is valid as at the date it was given.

22.Retention of papers

You have a legal responsibility to retain documents and records relevant to your financial affairs. Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships: with trading or rental income, five years and 10 months after the end of the tax year; otherwise, 22 months after the end of the tax year.

Companies, LLPs and other corporate entities: six years from the end of the accounting period.

We may destroy correspondence and papers more than seven years old, except documents we think may be of continuing significance. If we resign or are asked to resign, we will return original documents on request; if not collected within six months of our disengagement letter, we may destroy them, having issued reminders one month and 14 days before destruction.

23.The Provision of Services Regulations 2009

Our professional indemnity insurer is AXA XL Insurance Company UK Limited, of 20 Gracechurch Street, London, EC3V 0BG, United Kingdom. The territorial coverage is worldwide, excluding professional business carried out from an office in the United States of America or Canada, and excludes any action for a claim brought in any court in the United States or Canada.

24.Timing of our services

If you provide us with all the 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.

1. Introduction

The Data Protection Act 2018 ("DPA 2018") and the UK General Data Protection Regulation ("UK GDPR") impose certain legal obligations in connection with the processing of personal data.

Donachie Chartered Accountants (trading name of DH Accountancy Limited) is a controller within the meaning of the UK GDPR. The firm's contact details are:

Donachie Chartered Accountants
Suite 23, 2nd Floor Templeton House, Templeton Street, Glasgow, G40 1DA

We may amend this privacy notice from time to time. If we do so, we will supply you with and/or otherwise make available to you a copy of the amended notice. Where we act as a processor on behalf of a controller (for example, when processing payroll), we provide an additional schedule which should be read in conjunction with this notice.

2. The purposes for which we process personal data

• (a) to enable us to supply professional services to you as our client;
• (b) to fulfil our obligations under relevant laws (e.g. MLR 2019);
• (c) to comply with professional obligations to which we are subject as a member of ICAS;
• (d) to use in the investigation and/or defence of potential complaints, disciplinary proceedings and legal proceedings;
• (e) to enable us to invoice you for our services and address any fee disputes; and
• (f) to contact you about other services which may be of interest, if you have consented to us doing so.

3. The legal bases for our intended processing of personal data

• (a) occasionally, your consent, only where we have contacted you beforehand and asked you to agree;
• (b) performance of our contract with you;
• (c) compliance with legal obligations (e.g. MLR 2019); and
• (d) our legitimate interests, such as investigating/defending legal claims, recovering debts, keeping client records up to date, and developing our services.

If you do not provide the information that we request, we may not be able to provide professional services to you.

4. Persons/organisations to whom we may give personal data

We may share your personal data with: HMRC; any third parties with whom you require or permit us to correspond; subcontractors; an alternate appointed by us in the event of incapacity or death; tax insurance providers; professional indemnity insurers; ICAS and/or OPBAS in relation to practice assurance and MLR 2019; and other professional consultants and service providers. If the law requires it, we may also share data with the police, courts and tribunals, and the ICO.

5. Retention of personal data

Where tax returns have been prepared, we retain information for six years from the end of the tax year to which it relates. Where ad hoc advisory work has been undertaken, we retain information for six years from the date the business relationship ceased. Ongoing-relationship data needed for more than one year's tax compliance is retained throughout the relationship, deleted four years after it ends unless you ask us to retain it longer.

Documents and records relevant to your tax affairs are required by law to be retained by you as follows — individuals, trustees and partnerships: five years and 10 months after the end of the tax year (with trading/rental income) or 22 months otherwise; companies, LLPs and other corporate entities: six years from the end of the accounting period.

6. Subject access requests

You have a right to request access to your personal data ("SARs"). Please provide all SARs in writing, including enough detail to verify your identity (date of birth, previous addresses, reference numbers) and locate the relevant information. We will comply promptly and within one month of receipt, subject to limited exemptions.

7. Rectification, erasure, restriction and objection

You have the right to have inaccurate or incomplete personal data corrected, and in certain circumstances to have it erased, restricted, or to object to its processing. Further information is available on the ICO website (www.ico.org.uk).

8. Data portability

In certain circumstances you have the right to receive the personal data we hold about you in a machine-readable format, where processing is based on consent or contract and carried out by automated means. We will respond within one month, extendable by a further two months for complex requests.

9. Withdrawal of consent

Where you have consented to processing, you may withdraw that consent at any time. This does not affect the lawfulness of earlier processing, and we may still be able to process your data lawfully on another basis.

10. Automated decision-making

We do not use automated decision-making and profiling in relation to your personal data.

11. Complaints

If you're unhappy with our response, you can complain to us on 0141 237 6869, or lodge a complaint with the ICO (www.ico.org.uk). Our ICO registration reference is ZA099984.