Terms of Business

1. How these terms apply

“We”, “us” and “our” mean SB Business Consulting Limited, a company registered in England and Wales under number 11369594, at 28 Townsend Street, Cheltenham, GL51 9HD. “You” means the client identified in the engagement letter. Our contract consists of that letter, any service schedules, a written proposal expressly incorporated into it, and these Terms of Business, in that order of priority where they conflict.

We normally begin work after you accept the engagement letter, satisfy our onboarding and anti-money laundering requirements, and give us the information and authority needed to act. We may agree a different start in writing. No change to the agreed scope or these terms is effective unless confirmed in writing by us and accepted by you.

These terms are governed by the law of England and Wales. The courts of England and Wales have jurisdiction, subject to any mandatory rights you have as a consumer.

2. Scope of our work

We will carry out the services and cover the periods set out in your engagement letter and schedules with reasonable skill and care. A proposal describes the work offered; the signed engagement letter records what we have agreed to do. We do not audit or independently verify every transaction, receipt or record unless an assurance or verification service is expressly included.

Unless specifically agreed in writing, our work does not include audit, independent examination, legal or regulated investment advice, insolvency advice, tax enquiries or appeals, forensic work, valuations, specialist international or VAT advice, R&D claims, bookkeeping, software monitoring, payroll, CIS or Making Tax Digital submissions. Any of these services may be included in a particular engagement letter; an express inclusion overrides this general list.

If circumstances, records or instructions differ materially from those on which a fixed fee was based, we will explain the extra work and agree its scope and fee before carrying out substantial additional work. We may recommend specialist advice where a matter falls outside our competence or engagement.

3. Your responsibilities

You remain responsible for your affairs, business decisions, internal controls, books and records, tax payments, and the completeness and accuracy of accounts, returns and other documents submitted to HMRC, Companies House, pension providers or another authority. Directors retain their legal responsibilities for company accounts and records. Our work and any filing authority do not transfer those responsibilities to us.

You agree to:

• give us complete, accurate and timely information about income, sales, expenses, cash, assets, liabilities, loans, related parties, private use, employment, benefits, overseas matters and any unusual transactions;
• maintain the underlying invoices, receipts, contracts, bank statements and other evidence required by law and make them available when requested;
• check drafts, calculations and submissions carefully, tell us about errors or missing items, and give approval before filing where our engagement requires it;
• tell us promptly about changes to your business, ownership, VAT or payroll position, residence, contact details and other facts relevant to our work;
• maintain access to your records and software, suitable controls and backups, and pay tax, VAT, PAYE, pension contributions and other amounts by their due dates; and
• avoid asking us to support a position that is false, misleading or without a credible basis in law.

We may rely on records and explanations supplied by you or on your behalf unless they are obviously inconsistent or we have agreed a specific verification task. We will raise material inconsistencies we notice in the course of the agreed work, but routine preparation is not an audit of every receipt or an assurance that every item qualifies for tax relief or VAT recovery. If supporting evidence is missing, HMRC may reject a claim or expense. Please see section 20 for retention periods.

4. Deadlines, late information and delays

We will take reasonable steps to meet a deadline for work included in our engagement if you provide complete information, respond to queries, approve drafts and give us effective authority in sufficient time. We cannot guarantee a filing date where any of those steps is late or an authority or system is unavailable. We will tell you about a material problem we identify.

To the extent permitted by law, we are not responsible for losses attributable to information or approval supplied late, incompletely or inaccurately; a deadline before our appointment; or delays beyond our reasonable control, including HMRC, Companies House, bank and software outages. This does not exclude loss caused by our own failure to use reasonable skill and care. Urgent work or remedial work may require an additional fee, agreed in advance where practicable.

5. Professional standards and tax conduct

We act in accordance with applicable ICAEW bye-laws, regulations and Code of Ethics and, where relevant, Professional Conduct in Relation to Taxation (PCRT). We must act honestly and with reasonable care when dealing with HMRC and other authorities. We will not knowingly submit information we believe is false or misleading.

If we become aware of a material error, omission or suspected irregularity, we will discuss the appropriate correction or disclosure with you, subject to any legal restriction on what we may say. If you decline to make a necessary correction or withhold relevant facts, we may stop work or cease acting and may have legal or professional reporting duties. Advice reflects the facts supplied and the law and guidance at the date given; please ask us to review it before relying on it after a material change.

6. Identification, anti-money laundering and sanctions

Before and during an engagement we may request identity and address evidence, details of beneficial ownership and control, business activity, source of funds or wealth, and other information needed for risk assessment and ongoing monitoring. We may use electronic identity verification, sanctions and politically exposed person screening, and public or commercial records. You must notify us promptly of relevant changes.

We may delay, suspend, decline or end work if checks or professional enquiry cannot be completed satisfactorily, if sanctions apply, or if acting would conflict with legal or professional duties. We may be legally prevented from explaining certain actions or reports. Nothing in these terms requires us to disclose information where doing so would be unlawful.

7. Confidentiality

We will keep your confidential information confidential during and after the engagement. We may disclose it with your authority, to perform the work, to staff and carefully selected outside support subject to confidentiality duties, or where required or permitted by law, regulation, a court, our professional obligations or our insurer. This includes necessary disclosures to HMRC, Companies House, other authorities, regulators and independent quality reviewers.

We may disclose relevant information to professional advisers, insurers or a potential purchaser of our practice under suitable confidentiality safeguards. We will share no more information than is reasonably needed for the purpose. Our Privacy Notice explains how we handle personal data.

8. Conflicts of interest and identity of the client

If the engagement letter names a company, partnership, LLP, trust or other organisation, we act for that client and not automatically for its directors, owners, employees or beneficiaries. We will identify and manage conflicts in accordance with ICAEW requirements. Where a conflict can be managed, we may seek informed agreement and put suitable safeguards in place. If it cannot be managed, we may have to decline or cease acting.

9. Data protection

We will handle personal data in accordance with applicable data protection law and our Privacy Notice. When providing independent professional accountancy and tax services, we will generally act as an independent controller of the personal data we use. Your organisation may separately be a controller of information it provides to us and must have a lawful basis to share it and give relevant people appropriate privacy information.

For a particular service where we process personal data only on your documented instructions, the parties will agree any further Article 28 data processing terms required by law. Our use of providers or subcontractors will be subject to applicable controller or processor duties, appropriate contracts, security and international transfer safeguards. These terms do not permit us to disregard the UK GDPR.

10. Electronic communication and security

We may communicate through email, a client portal, electronic signature, accounting software, secure cloud storage, telephone or another agreed channel. These methods carry risks of error, delay, interception, phishing or unauthorised access. We use reasonable safeguards, and you should secure your devices and accounts, use multi-factor authentication where available, and check unusual requests through a trusted contact method.

Please verify any new or changed bank details by calling us on a previously known number before paying. If you need an alternative to ordinary email for sensitive material, tell us and we will discuss a practical secure method. We are responsible for our own failure to use reasonable care; we cannot control the security of your devices, your email account or a third-party service you choose independently.

11. Cloud software, apps and client systems

To provide the services and run our practice, we may use third-party accounting and tax software, bank feeds, document capture, payroll, client onboarding, identity verification, e-signature, practice management, email, cloud storage, payment collection and IT support. We choose and review providers with reasonable care and put appropriate data protection arrangements in place. Software may be hosted or supported outside the UK, subject to applicable transfer safeguards.

Where you subscribe to a product or connect an app, its own terms, charges, availability and access controls may also apply. We will explain separately any subscription we require you to pay. You are responsible for transactions you or others enter into your systems and for checking automated bank rules, feeds, imports, optical character recognition and connected apps. Unless bookkeeping or a specific review is in scope, we do not continuously check every entry, receipt or integration.

If software fails or data supplied by a third party is wrong, we will take reasonable steps within our agreed scope to identify and address an issue we become aware of. Our responsibility for any resulting loss is limited to the part caused by our own breach of duty, subject to section 15; we do not give a guarantee of a third-party service’s uninterrupted operation.

12. Automation and artificial intelligence

We may use automation and AI-assisted tools for administrative work, data extraction, drafting and analysis within our practice. We remain responsible for professional judgement and appropriate review of work delivered to you. We will apply confidentiality, security and data protection safeguards, and will not knowingly put identifiable confidential client information into a public AI service for unrestricted model training without a suitable lawful basis and safeguards. AI output is not a substitute for our review or for accurate source information from you.

13. Fees, payment and suspension

Our engagement letter or written fee proposal sets out the fee and payment schedule. Fixed fees cover the stated scope and assumptions. Fees are exclusive of VAT unless stated otherwise; VAT will be added if and when applicable. We will tell you about material changes in scope and agree an additional fee before carrying out substantial extra work.

Unless we agree otherwise, invoices are payable within 14 days. We may require a deposit, staged payment or Direct Debit. Interest and recovery costs for late payment may be charged where applicable by law and reasonable in the circumstances; the Late Payment of Commercial Debts legislation applies only where the transaction qualifies. Tell us promptly if you dispute an invoice so we can review it; you should pay any undisputed amount when due.

If payment is overdue, we may suspend or stop work after reasonable notice where practicable. We will explain any known filing consequences, but you remain responsible for arranging alternative help and meeting deadlines. We will exercise any lien over documents or work only where law and ICAEW rules permit it.

14. Who is responsible for our fees

The client named in the engagement letter is responsible for our fees. A director, shareholder, trustee or other individual is not personally liable merely because they gave instructions for an entity. We will seek a personal guarantee or responsibility from an individual only if it is expressly agreed in a separate written commitment.

15. Liability and claims against individuals

Nothing in our engagement letter or these terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.

Subject to that exception, the total aggregate liability of SB Business Consulting Limited, its directors and employees, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for loss, damage, cost or expense arising out of or in connection with an engagement is limited to the higher of (a) three times the total fees paid by you to us in the 12 months before the date on which the claim arose, or (b) £75,000. This is one aggregate limit for all claims connected with the engagement. If your engagement letter states a different expressly agreed limit, that limit takes priority. A limit applies only to the extent it is fair, reasonable and enforceable under applicable law.

We are not liable for losses that are too remote or not reasonably foreseeable, or for indirect or consequential loss, including loss of profits, opportunity, goodwill or business interruption to the extent such losses are indirect or consequential and the exclusion is lawful. We are not responsible for loss caused by inaccurate or incomplete information supplied to us, tax-authority delay or third-party system failure except to the extent our own failure to use reasonable skill and care caused or contributed to the loss.

Where a loss is caused partly by you, your staff, another adviser, a software provider, HMRC, Companies House, a bank, pension or payroll provider, or another party, our liability is limited to the proportion that is just and equitable having regard to our own responsibility. We remain responsible for the work of subcontractors we appoint within the agreed scope, subject to this section and applicable law.

You agree that claims arising from our services will be brought against SB Business Consulting Limited and not against any individual director, officer or employee personally, to the extent permitted by law. This does not restrict a claim for an individual’s own fraud or any claim that cannot lawfully be restricted. Those individuals may enforce this paragraph under the Contracts (Rights of Third Parties) Act 1999; otherwise that Act does not give third parties rights under these terms.

16. Concerns and claims

Please tell us in writing as soon as reasonably practicable if you think our work contains an error or may cause loss, so we can investigate, correct an issue where possible and reduce avoidable harm. You should also take reasonable steps to mitigate your loss. This notice request does not shorten any statutory limitation period or take away a right that cannot lawfully be excluded.

17. Reliance on advice and third parties

Our work is prepared for the named client and the agreed purpose. No other person may rely on it unless we expressly agree in writing to accept responsibility to that person. Please obtain our written agreement before providing a report, advice or other work product to a lender, investor, purchaser or other party for reliance. This does not prevent disclosures required by law or included in the agreed filing service.

Drafts, informal comments and preliminary views may change. If you need to rely on material oral advice, ask us to confirm it in writing. We may include an appropriate notice on reports or other work products identifying their purpose and intended users.

18. Intellectual property and use of our name

We retain our rights in working papers, templates, methods and know-how, subject to your rights in information and materials you supplied. Once fees due for the relevant work are paid, you may use final deliverables for the purpose agreed. Please ask before publishing or adapting our work for another purpose or using our name in a public statement, except where disclosure is required by law or agreed as part of the service.

19. Staff, subcontractors and outside support

We may use employees, contractors, suitably qualified subcontractors, consultants, outsourced support, software and cloud providers, and independent quality reviewers to help deliver the engagement or operate the practice. This includes access to information reasonably needed for that work. We select providers with reasonable care, require appropriate confidentiality, security and data protection arrangements, and remain responsible to you for services performed by our appointed subcontractors within the agreed scope.

Some providers act as independent controllers under law or their own regulated duties. Professional bodies, insurers, regulators and quality reviewers may inspect relevant files subject to their own professional or confidentiality obligations. We will tell you where a particular engagement requires a different arrangement or your approval under applicable law.

20. Your records, evidence and retention

You are responsible for creating, keeping and being able to produce your original records and evidence. Supplying data to us or keeping it in an app does not transfer that duty. Keep valid invoices and receipts to support tax and VAT claims, and maintain access to the records if you change software or accountants. We do not routinely inspect or validate every receipt, invoice or transaction unless a particular engagement expressly requires it.

Different or longer periods can apply to late returns, continuing assets or transactions, enquiries, claims, property, payroll and other records. You should keep the longest applicable period and any records needed while a dispute or HMRC check remains open. See the official guidance on VAT records, company records and self-employed records. We retain our own professional file according to our Privacy Notice; it is not a substitute for your records. We will return original documents where practicable, subject to lawful retention or lien rights.

21. Suspension and ending the engagement

Either party may end the engagement on at least 21 days’ written notice unless the engagement letter says otherwise. We may suspend or terminate sooner where continued work would breach law or professional rules, required checks cannot be completed, a serious conflict arises, material information is withheld, fees are not paid after appropriate notice, or there is serious misconduct or a breakdown in cooperation.

We will normally confirm the effective date, outstanding work and known deadlines in a disengagement letter. If we have had no substantive contact for 12 months or more, we may write to your last known address or email to clarify whether we still act. Once the engagement has ended, we have no continuing duty to monitor your affairs, update previous advice, meet future deadlines or perform new work. This does not remove liability for work performed before the end, nor any legal or professional obligation that continues.

Monthly payments may spread annual work evenly and need not match the work done in a particular month. On termination by either party, we will reconcile payments received with the actual time spent and work completed up to the effective date, valued fairly by reference to the agreed scope and fees, the stage of fixed-fee work, and any hourly rates separately agreed with you. We will give you an itemised final statement, refund an overpayment, or invoice any shortfall. Unless the engagement letter says otherwise, a final invoice is payable within 14 days.

22. Disputes within a client organisation

If owners, directors, partners, trustees or other people involved with a client disagree, we will follow the instructions of the client’s properly authorised representative and protect confidential information. We may pause work while authority is unclear, seek joint instructions or cease acting if a conflict cannot be managed. We do not act for the individuals personally unless separately engaged.

23. Complaints

If you are unhappy with our service, please email Samuel Brogden at sam@sbbusinessconsulting.co.uk. We will acknowledge a written complaint within five business days and aim to give a considered response within eight weeks. If we need longer, we will explain why and keep you updated.

If we cannot resolve your complaint, you may be able to refer it to ICAEW. We will provide any applicable consumer redress or alternative dispute resolution information when required. A complaint does not prevent you from exercising your legal rights.

24. Events beyond our reasonable control

Neither party is responsible for delay caused by an event beyond its reasonable control, such as a widespread outage, serious illness, fire, flood or disruption to a government filing system, provided it takes reasonable steps to limit the effect and resumes performance when practicable. This does not excuse payment already due or a failure caused by that party’s own lack of reasonable care. We will discuss an alternative or revised timetable where possible.

25. General provisions

If any provision is held invalid or unenforceable, the remaining provisions continue. A delay in exercising a right does not waive it. Headings help navigation but do not change meaning. Except for the individual protection in section 15, a person who is not a party to the engagement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.

26. Acceptance and future changes

These terms apply to engagements accepted on or after 30 September 2026 where your engagement letter incorporates this version. We may publish an updated version, but a change to an existing engagement does not take effect merely because this webpage changes. We will notify you of a material proposed change and agree it in writing where required. Your signed engagement letter remains the clearest record of the terms agreed with you.