Terms of Business

1. Scope of Engagement

Paul Beare Ltd acts as accountants and business advisers to our clients. This Terms of Business overview sets out the basis upon which we provide our professional services and the respective responsibilities of Paul Beare Ltd and the Client.

2. Client Responsibilities

Directors’ Legal Obligations

The engagement of Paul Beare Ltd does not relieve directors of their statutory responsibilities.

Information Supply

Clients must supply Paul Beare Ltd promptly and in full with:

• All information and documentation required to perform our services
• Copies of all communications received from government departments (including HMRC).
• Details of all benefits, expenses, share options, and other transactions provided to directors and employees by associated businesses
• Any other materials relevant to our duties

No reliance should be placed on government officials’ statements that copies of communications will be sent to us. The Client is responsible for ensuring all relevant documentation is provided directly to us.

3. Scope of Services

Authorisation and Instructions

Paul Beare Ltd will act upon written instructions from authorised persons designated by the Client’s board of directors. Instructions may be delivered by post or email from known, authorized addresses.

Setup Services

Initial engagement includes:

• Client on-boarding
• Anti-money laundering (AML) and know-your-client (KYC) checks (legal requirement for all new clients, typically requiring 2-3 weeks).
• Incorporation or registration of the entity with Companies House.
• PB Corporate Services UK Limited appointed as Company Secretary.
• Registered office of the company being our business address.
• Correspondence address for all company officers being our business address.
• First Board Minutes preparation.
• Apply for Corporation Tax registration.
• Apply for VAT registration (if required) – this will either be granted quickly or be subject to further checks requiring substantial amounts of supporting documentation.
• Registration of PAYE scheme.
• Pension setup and declaration of compliance submission.
• Application to open a Fintech bank account or Business account in the name of the UK company, if required
• Advice as to Accounting Reference date (usually co-terminus with your parent year-end, or UK fiscal year) – period covered by accounts and accounting records required to be kept.
• Contact details to support obtaining insurance
• Production of letter of engagement
• Provision of engagement terms and conditions

Note: Additional hourly charges may apply if AML/KYC checks require longer than anticipated due to complexity.

Ongoing Services

Bookkeeping Services

Monthly bookkeeping services include (but are not limited to):

• Cash resources management and bank account administration
• Bank reconciliations
• Processing supplier invoices (parameters to be agreed) into the agreed accounting platform
• Preparation and submission of VAT returns

Payroll processing

• Monthly processing of payroll and payments to employees and HMRC. (Note this does not include tracking holiday pay). Under the Real Time Information System (RTI) all companies must file their payroll return with HMRC on or before each monthly salary payment-we will make these filings on your behalf, including dealing with any routine enquiries from HM Revenue & Excise excluding visits.  

• General HR and benefits support to the Client (and employees if authorised). Queries relating to HR management and specific guidance will fall into the hourly rate.

Director Resolution & Board Meeting Services

• Board Minutes to Approve Amending
• Company Articles of Association
• Appointment & Resignation of Directors
• Appointment & Resignation of Secretary
• Change of Registered Office
• Declare Directors’ Interests
• Approval of Loan Agreement
• Reclassification of Shares
• Approval of Annual Accounts
• Approval & Execution of Agreements
• Appointment & Resignation of Associate Director
• Following Receipt of Special Notice to Remove a Director by the Shareholders
• Resignation and Appointment of Auditors
• Convening A General Meeting
• Approval of Statutory Accounts
• Change Company Name by Special or Written Resolution
• Change of Company Name by Provisions in Articles
• Directors’ Resolution to Allot Shares for Cash
• Issue & Allotment of New Shares Approval by
• Written Resolution or General Meeting
• Approval Of Purchase Of Shares
• Approval of Share Transfer
• Approval Of Acquisition
• Approval of a Guarantee
• Dissolution Resolution

 Audit and Verification

Paul Beare Ltd will not be responsible for audit or verification of accounts or related transactions. We will rely upon documentation, information, and representations provided by the Client for all our work. Where the Client engages Paul Beare Ltd for annual accountancy work, we will cooperate with auditors and prepare supporting schedules to facilitate the audit process.

General Business Consultancy

Paul Beare Ltd is happy to provide general business advice on matters relating to the Client’s business affairs. Specific matters requiring consultancy services must be identified and agreed on an ad-hoc basis.

4. Professional Standards

Duty of Care

Paul Beare Ltd will provide all professional services with reasonable care and skill in accordance with the standards of the accounting profession.

Limitation of Responsibility

Our work product is prepared for your sole use and shall not be regarded as being prepared on behalf of any third party. Paul Beare Ltd will not be responsible for:

• Losses, penalties, surcharges, or interest arising from supply of incorrect or incomplete information
• Failures to provide appropriate information or documentation
• Failure of the Client to act on our advice or respond promptly to communications
• Any losses resulting from Client failure to respond to communications from tax or companies registration authorities
• Losses resulting from inaccuracies, errors, or mistakes in bank accounts (including losses from third-party fraud or phishing attacks) where we serve as an authorised bank signatory

Where the Inland Revenue Department raises enquiries beyond routine matters relating to the Client’s tax returns, Paul Beare Ltd will discuss the position with the Client and agree the basis for handling such enquiries.

Limitations on Liability

Paul Beare Ltd will not limit liability for:

• Death or personal injury caused by our negligence
• Fraud or wilful misconduct
• Any liability that cannot be limited by applicable law

Subject to these exceptions, Paul Beare Ltd will not be liable for:

• Loss of profits or savings
• Increased operational costs
• Economic loss (direct, indirect, or consequential)
• Indirect, consequential, special, or punitive damages

Our liability for damages shall be limited to the charges paid or payable for the specific services to which the claim relates.

Audit Services

As Paul Beare Ltd is not authorised to provide audit-related services, we accept no liability for audit-related requirements other than recommending the use of our preferred auditor(s).

Limitation Period

Any legal action arising from this engagement or our services must commence within twelve months of the cause of action. This period may be extended by mutual consent for a maximum additional twelve months if the parties are actively engaged in informal dispute resolution.

5. Electronic Communications

Email Communication

Paul Beare Ltd may communicate with Clients and third parties via email. Email carries inherent risks of inadvertent misdirection or non-delivery. Recipients are responsible for conducting virus checks on all attachments.

Risk Allocation

Internet communications are subject to risks of data corruption. Paul Beare Ltd does not accept responsibility for changes made to communications after despatch. Commercially-sensitive information sent via email is sent at the Client’s risk and not our responsibility. Clients should provide written confirmation of advice received by email before relying upon it.

Should Clients have concerns about email communication, they must notify Paul Beare Ltd in writing of alternative preferred communication methods.

6. Data Protection and Privacy

General Data Protection Act 2018

To discharge our agreed services and comply with legal and regulatory obligations, Paul Beare Ltd may obtain, use, process, and disclose personal data relating to the Client, its directors, and employees as described in our privacy notice.

Processing of Personal Data

Paul Beare Ltd confirms that when processing data on the Client’s behalf, we will comply with all relevant data protection legislation and regulation. The Client confirms it is an independent data controller responsible for complying with data protection legislation in respect of personal data processed.

Nothing in this engagement relieves the Client of direct responsibilities and liabilities under data protection legislation and regulation.

Data Security

Where Paul Beare Ltd acts as a data processor, we have implemented appropriate security measures and will comply with obligations equivalent to those of a data controller. Our privacy notice, available at https://www.paulbeare.com/privacy-policy/, explains how we process personal data.

Data Controller Details

For GDPR purposes, the Data Controller in relation to personal data supplied is Paul Beare Ltd (Registration Number: ZA149569).

7. Regulatory Requirements

Paul Beare Ltd reserves the right to disclose our files to regulatory bodies in the exercise of their statutory powers.

8. Confidentiality

General Confidentiality Obligation

Paul Beare Ltd treats all Client affairs as confidential in accordance with best practices of the accounting profession. We will not disclose confidential information relating to the Client except:

• In the proper conduct of the Client’s affairs
• Where required by law
• Where required by applicable professional body or regulatory authority rules
• To other professional advisers (unless instructed otherwise)
• Where engaged contractors are bound by equivalent confidentiality obligations

Exceptions to Confidentiality

Clients should be aware that confidentiality is subject to important exceptions:

• Joint Clients: There is no confidentiality between joint clients
• Legal Powers: Certain laws (including money laundering and tax fraud legislation) give authorities such as police or tax authorities power to inspect Client information and take document copies. If requested, we will comply to the extent required by law and will notify the Client where permitted
• Professional Indemnity Insurance: Paul Beare Ltd reserves the right to disclose files and information to professional indemnity insurers, brokers, advisers, and risk managers they appoint

Third-Party Contractors

Where specialists are required, Paul Beare Ltd may engage contractors bound by our privacy policy and terms and conditions.

9. Complaints and Service Improvements

Paul Beare Ltd is committed to providing a high standard of customer service. Clients are invited to suggest improvements to our service.

Should a complaint arise, Paul Beare Ltd undertakes to:

• Investigate the complaint carefully and promptly
• Explain our position
• Address Client concerns
• Take prompt action to resolve the matter

Prompt communication enables us to act quickly in the Client’s benefit.

10. Third-Party Rights

No person who is not party to this agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any rights or remedies existing under other law.

11. Governing Law and Jurisdiction

Applicable Law

This engagement letter is governed by and construed in accordance with English law.

Jurisdiction

The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute, or difference concerning this engagement or any matter arising from it. Each party irrevocably waives any right to:

• Object to action being brought in the English courts
• Claim the action was brought in an inappropriate forum
• Claim those courts lack jurisdiction

Professional Indemnity Insurance

Paul Beare Ltd’s Professional Indemnity insurer is Hiscox Underwriting Limited, 22 Bishopsgate, London EC2N 4BQ. Territorial coverage is worldwide, excluding claims brought in courts of the United States of America or Canada.

12. File Management and Destruction

Document Return

Original documents collected during our engagement will be returned to the Client at the conclusion of the engagement.

File Destruction Policy

Unless instructed otherwise, Paul Beare Ltd will destroy correspondence and papers stored beyond seven years old, with the exception of documents considered to have continuing significance. Clients must notify us in writing if retention of specific documents is required.

13. Fees and Charges

Hourly Rates

Paul Beare Ltd’s standard hourly rates are as follows:

• Routine Services: £295 per hour
  • Taxation services
  • Form 42 preparation (stock options)
  • Forms P11d (reimbursed expenses and benefits)
  • Company annual accounts
  • External audit of quarterly/annual accounts
  • VAT and Corporation Tax returns
  • Audit and verification
  • Audit facilitation
  • Company secretarial matters (including entity dissolution)
  • General business consultancy
• Specialist Services: £395 per hour
  • Tax planning
  • Patent Box matters
• UK Legal Matters: £325 per hour
• Non-UK Legal Matters: £395 per hour
• Resident Director Support: Price on application
• Xero Subscription: Charged at prevailing rate

Note: Certain legal matters may be subcontracted to specialist legal practitioners to meet Solicitors Regulatory Authority (SRA) compliance requirements.

Disbursements and Additional Charges

• All fees are subject to addition of disbursements
• All invoices incur a support cost recharge of 2.5% on the total net invoice amount
• VAT (currently 20%) is added to all charges at the prevailing rate

Fee Review Schedule

These fees are typically fixed for a 12-month period, after which they will be reviewed. Further reviews will occur at annual intervals.

Payment Terms

• Invoices are payable on presentation
• Paul Beare Ltd reserves the right to charge interest at 9% p.a. over the Arbuthnot Latham Bank base rate on overdue accounts
• Paul Beare Ltd may terminate this engagement and cease acting if payment of fees is unduly delayed
• Such provisions are not intended to be used in an unfair or unreasonable manner

Commission Disclosure

Commissions or other benefits may be payable to Paul Beare Ltd in respect of introductions to other professionals or transactions we arrange for the Client. The Client consents to such commissions or benefits being retained by us without accounting to the Client for such amounts.

Guarantee of Payment

Where agreed, the Director shall unconditionally guarantee the prompt payment on demand of all fees, interest, charges, disbursements, and VAT payable by the Client.

14. Termination

Duration

This terms of business document remains effective from the date of signature until replaced or terminated.

Termination Notice

Either party may terminate our authority to act on behalf of the Client upon three months’ written notice.

Final Invoicing

In the event of termination, final invoice(s) and work covered by them will be agreed between the parties.

15. Agreement and Acceptance

This Terms of Business constitutes the engagement terms between Paul Beare Ltd and the Client. Clients should direct any questions or requests for clarification to Paul Beare Ltd.

Last Updated: 9^th January 2026