Architecture
TERMS AND CONDITIONS
This Agreement sets out the basis on which we are to act for you in relation to tax consultancy services, specifically with respect to Research & Development (R&D) Tax Relief.
2.1 This engagement relates specifically to advice and review of your Research & Development Tax expenditure
for the accounting periods agreed.
We will specifically carry out the following tasks:
a) Review expenditure and calculate tax allowable expenditure.
b) Creation of a pack for the company accountants outlining the magnitude of the Research & Development Tax Claim, rationale, narrative to be submitted alongside the CT600 and information on filling in and filing the CT600 for all years listed above.
c) If the engagement includes multiple years, a separate Claim pack will be prepared for each period.
2.2 We will, upon request, provide technical assistance to Her Majesty’s Revenue & Customs (HMRC) or an authorised expert regarding a claim made under this Agreement.
2.3 Any such assistance does not constitute legal representation and is limited to technical matters only.
2.4 We may provide other accountancy and tax services by engagement and on separately agreed terms
Provision of Information
3.1 You agree to provide us with full and accurate information relevant to our engagement, including full disclosure of all pertinent facts.
3.2 You will allow us access to all relevant records and financial data for verification purposes.
3.3 If an estimate is used in lieu of exact figures, financials, or data, you will immediately notify us of this.
We shall comply with the bylaws, regulations and ethical guidelines of The Chartered Institute of Taxation and accept instructions to act on your behalf accordingly. You grant us authority to correct Her Majesty’s Revenue & Customs (HMRC) where errors are identified.
5.1 We will collect information from you and third parties on your behalf and return any original documents upon the conclusion of our engagement.
5.2 Documents over seven (7) years old may be destroyed unless you notify us otherwise in writing.
We reserve the right to disclose files to regulatory bodies in the exercise of their lawful powers.
We aim to provide a high-quality of service at all times. Should you be dissatisfied with the service provided, please contact one of the listed directors of Wilby Jones.
8.1 Fees are based on a percentage of the benefit you gained relating to enhanced expenditure on Research & Development. Additional work outside this scope shall require separate engagement and fees; VAT, where applicable, shall be added. The fixed fee for the engagement will be agreed on the engagement letter.
8.2 In the event that Her Majesty’s Revenue & Customs (HMRC) opens a compliance check into any aspect of a Research and Development (R&D) Tax Relief claim prepared or supported by us under this engagement, we shall provide reasonable assistance to you throughout the duration of such enquiry at no additional cost.
a) Should the enquiry result in the partial or complete disallowance of the benefit originally received or anticipated by the company, and we have exhausted all reasonable avenues to challenge or reverse Her Majesty’s Revenue & Customs (HMRC) decision, then our fees shall be adjusted proportionately to reflect the final net benefit retained by the company, ensuring that our fee does
not exceed the revised benefit.
b) Notwithstanding Clause 8.2 above, if you, at any point during an active enquiry, elect to withdraw from the process, cease cooperation, or instruct us to discontinue our assistance despite our
professional opinion that further pursuit may yield a positive or improved outcome, then you forfeit any right to a fee reduction, refund, or adjustment. In such circumstances, the originally invoiced and or paid fee shall remain due and payable in full.
8.3 We shall issue an invoice for each period separately upon submission of a claim to Her Majesty’s Revenue & Customs (HMRC). Each invoice will become due automatically upon receipt of the benefit from the company. Benefit to the company is defined as the earliest of the following events after the submission of a claim:
1) Receipt of overpaid corporation tax for an earlier period into the company bank account
2) Receipt of payment of a tax credit concerning R&D into the company bank account
3) On the date that a reduced amount of corporation tax is payable by the company.
4) On the day the company decides to carry any loss forward for future benefit.
5) The facilitation of the surrender of tax losses to another company in an eligible group
6) An increase in corporation tax losses available to set off against future profits
Where OUR work results in increased losses available to set off against future trading profits, our fee becomes due within 10 days of the company’s (CT600) tax return being submitted to Her Majesty’s Revenue & Customs (HMRC). Should the company be in arrears, Her Majesty’s Revenue & Customs (HMRC) may elect to offset any potential benefit against overdue amounts. In these circumstances, our fee will become due upon the offset by Her Majesty’s Revenue & Customs (HMRC). We reserve the right to terminate this engagement and cease acting if payment of any fees billed is unduly delayed, but we will not do so unfairly or unreasonably.
9.1 The advice we give you is for your sole use and does not constitute advice to any third party to whom you may communicate it.
9.2 Nothing in the Terms nor in any engagement shall limit or exclude our liability for fraud, fraudulent misrepresentation, death or personal injury caused by our negligence or any other liability that cannot be excluded or limited by law.
9.3 Our total aggregate liability to you, whether in contract, restitution, misrepresentation (whether innocent or negligent), tort (including, without limitation, negligence), for breach of statutory duty or otherwise, arising under or in connection with the engagement shall not exceed the lesser of:
a) Three times the most recent fee paid,
b) £100,000
c) A sum expressly agreed in writing
9.4 We accept no liability for indirect, consequential, or special loss or damage suffered by you that results from your failure to follow any directions or advice we gave.
9.5 We are not liable, whether in tort (including without limitation for negligence) breach of statutory duty, contract, restitution, misrepresentation (whether innocent or negligent) or otherwise arising under or in connection with the engagement, for:
d) Loss of profits or
e) Loss of sales or business; or
f) Loss of Agreement or contracts; or
g) Depletion of goodwill or similar losses; or
h) Loss of anticipated savings or
i) Loss or corruption of software, data or information; or
j) Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.6 We will not be liable for losses, costs, damages, penalties, surcharges, interest or additional tax liabilities which:
a) Are caused by the acts or omissions of any other person or
b) Are due to the provision to Wilby Jones of incomplete, misleading or false information or
c) Are caused by a failure to act on our advice or a failure to provide us with relevant information, or
d) Arise as a result of us acting upon your instructions unless the instructions are manifestly incorrect.
9.7 We shall not be responsible for delays or failures to perform our obligations under the engagement if the delays or failures are outside of what is considered reasonable control (including, but not limited to, your failure to promptly provide any information reasonably requested by us). Any dates or timings quoted for the provision of the services are for guidance only, and whilst we aim to meet those dates and times, we shall not be liable if it does not meet them.
9.8 We will have no liability to you under or in connection with the provision of services unless you notify us in writing of the claim (with reasonable detail of the circumstances and amount claimed) within three years of either the date of (a) the completion of any relevant services or (b) our R&D claim pack.
9.9 We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the provision of the services is delayed, withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on your part unless detectable by the exercise of reasonable care.
9.10 You shall indemnify us against any claims arising from unauthorised disclosure - by you or anyone from whom you are responsible – of our advice or opinions, whether in writing or otherwise. This indemnity includes the cost of defending any such claim, including charges at our usual rates for the time we spent dealing with this matter.
9.11 You will not bring any claim relating to any engagement against any of our directors, employees, consultants, agents, shareholders or subcontractors on a personal basis. Any such claim arising out of or in connection with the services will only be brought against us, although we may if we choose, seek an indemnity or contribution from any other person.
10.1 As internet communications are capable of data corruption, we accept no liability for corruption or alteration of communications post-transmissions. Sensitive materials should be confirmed in writing if required. All risks connected with sending commercially sensitive information relating to your business are borne by you and are not our responsibility.
10.2 If you do not accept this risk, you should notify us in writing that email is not an acceptable means of communication
11.1 All materials provided by us, including but not limited to,
a) The Report, its structure and formatting,
b) Calculation methodologies,
c) Claim logic
d) Supporting narrative,
are propriety and confidential.
11.2 You shall not disclose, distribute, reproduce, reverse-engineer, adapt, or otherwise use our Report or processes for any commercial or competitive purposes, including sharing with external consultants, agents or competitors, without our express written consent.
11.3 In addition, the Report and any related materials may not be submitted to, processed by, or used in connection with any artificial intelligence (AI) system or tool, whether for training, fine-tuning, data extraction, or any other purpose that may enable the AI to learn from, replicate, or generate content based on our work. This restriction is intended to protect the proprietary nature of our methodology, structure, and narrative style.
11.4 This restriction applies during and after the termination of this Agreement.
11.5 Any breach of the obligations set out in Clause 11 shall constitute a material breach of this Agreement. In the event of such a breach, we reserve the right to pursue all available legal and equitable remedies, including but not limited to injunctive relief, damages and recovery of legal costs incurred.
This engagement letter is governed by and construed in accordance with the laws of England and Wales and ,where applicable, Scots law. The Courts of England and Wales, and separately the courts of Scotland, shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it.
A. Both parties will comply with all applicable requirements of the data protection Legislation. This clause 12 is in addition to and does not relieve, remove or replace a party ’s obligations or rights under the Data Protection Legislation.
B. The parties acknowledge that for the purposes of the Data Protection Legislation, you are the controller, and we are the processor.
C. Without prejudice to the generality of clause 12a, you will ensure that you have all necessary, appropriate consents and notices in place to enable the lawful transfer of any personal data to us for the duration and purposes of this Agreement.
D. Without prejudice to the generality of clause 12a, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under this Agreement:
i. Process personal data only in accordance with your instructions unless we are required by Applicable Laws to otherwise process that personal data.
ii. Ensures that all personnel with access to and/or process personal data are obliged to keep the personal data confidential.
iii. At your cost, it assists you in responding to any request from a data subject and in ensuring compliance with your obligations under the data protection legislation concerning security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators.
iv. Notifies you without undue delay on becoming aware of a personal data breach.
v. Maintains complete and accurate records and information to demonstrate our compliance with clause 11. E. You hereby consent to us appointing any third party as a third-party processor of personal data under this Agreement. We confirm that we have entered or (as the case may be) will enter with the third party processor into a written agreement substantially on that third Party’s standard terms of business where such terms reflect and will continue to reflect the requirements of the Data Protection Legislation.
A person not Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than according to that Act.
We may vary or terminate their authority to act on their behalf at any time without penalty. You may vary or terminate the authority for us to act on their behalf at any time after the first claim has been submitted to Her Majesty’s Revenue & Customs (HMRC). Should you terminate this Agreement before the submission of the first claim, you will be liable to pay us for all time spent on their account to date, which will be calculated at our cost. Notice of variation or termination must be given in writing.
DEFINITIONS For the purposes of this Agreement, unless the context otherwise requires, the following definitions shall apply. These definitions are intended to clarify the meaning of terms used herein and form an integral part of this Agreement.
“AGREEMENT” means these Standard Terms and Conditions together with the letter of engagement and any subsequent documents expressly incorporated herein, constituting the entire legally binding contract between the parties.
“WILBY JONES”, “WE”, “US”, and “OUR” means Wilby Jones Limited, a private limited company registered in England and Wales, with company number 14591829, whose registered office is at stated in the letter of engagement, and includes its directors, employees , agents and permitted subcontractors.
“YOU”, “YOUR”, and “the CLIENT” means the individual, company or other legal entity identified in the letter of engagement who has engaged in the letter of engagement who has engaged Wilby Jones Limited to provide the services and includes any of your officers, employees, agents or representatives acting on your behalf.
“PARTIES” means, collectively, Wilby Jones Limited (the Contractor) and the Client (the Contractee) and PARTY shall be construed accordingly.
“SERVICES” means the professional consultancy services provided or to be provided by Wilby Jones Limited under this Agreement, including but not limited to the assessment, preparation and submission support in relation to Research and Development (R&D) Tax Relief claims and any ancillary services as may be agreed in writing from, time to time
“R&D TAX RELIEF” refers to any tax incentives, allowance, credit or relief available under relevant UK tax legislation, including the Corporation Tax Act 2009 and subsequent or related guidance, which is intended to encourage qualifying research and development activities by UK companies.
“PACK” means the comprehensive documentation and supporting analysis prepared by Wilby Jones Limited, which evidence the Client’s R&D activities, qualifying expenditure, technical justifications, narrative support, and instructions for the completion and filing of the CT600 company tax return in connection with an R&D Claim.
“HMRC” means His Majesty’s Revenue & Customs, the UK Governmental authority responsible for tax collection, compliance and enforcement.
“BENEFIT” or “TAX BENEFIT” means any financial or fiscal advantage accruing to the Client as a direct result of a Claim, including but not limited to a tax credit, repayment, of overpaid tax, reduction in current or future Corporation Tax Liability, the carrying forward of losses for offset, or any similar advantage recognised by HMRC as deriving from R&D expenditure.
“DATA PROTECTION LEGISLATION” means all applicable laws, statutes, and regulations relating to the protection of personal data and the privacy of individuals, including , without limitation, the Data Protection Act 2018, the UK General Data Protection Regulation (UK GDPR) and any legislation which replaces or supplements the foregoing.
“CONTROLLER” has the meaning set out in the data protection legislation and refers to the Client for the purposes of this Agreement, which is the entity that determines the purposes and means of processing personal data.
“PROCESSOR” has the meaning set out in the data protection legislation and refers to Wilby Jones Limited in its capacity as a processor of personal data on behalf of the Client under this Agreement.
“PERSONAL DATA” means any information that relates to an identified or identifiable individual, as defined in the data protection legislation, and is disclosed or otherwise made available to Wilby Jones limited by the Client in the course of the services.
“ENGAGEMENT” means the entire scope of instructions accepted by Wilby Jones Limited to perform the services governed by the terms set out herein in the letter of engagement.
“THIRD-PARTY” means any individual or legal entity who is not a party to this Agreement and has not been expressly authorised by Wilby Jones Limited to Act under our benefit from its provisions.
"FORCE MAJEURE EVENT” means any act, or even beyond the reasonable control of Wilby Jones, including without limitation war, civil unrest, industrial action, pandemics, natural disasters, compliance with law or governmental order, or failure of suppliers, which prevents or delays performance under this Agreement.
“FEE” or “FEES” means the amount payable by the Client to Wilby Jones Limited for the services rendered, as calculated in accordance with the letter of engagement and subject to the terms of Clause 8 of this Agreement.
“CONFIDENTIAL INFORMATION” means all confidential, proprietary, or commercially sensitive information, whether written, oral, or in any other form, disclosed by either Party to the other in the course of this engagement, including all business, financial, technical and personnel data, reports, strategies and know-how, but excluding any information which: (i) is or becomes publicly known through no breach of this Agreement; (ii) is lawfully obtained by the receiving Party from a third -party without breach of confidentiality, or; (iii) is independently developed without use of the other Party’s confidential information.
INTERPRETATION Unless the context otherwise requires:
(a) References to Clauses are to clauses of these Terms and Conditions.
(b) The headings are inserted for convenience only and shall not affect the construction of this Agreement.
(c) Reference to any statute or statutory provision shall be construed as including a reference to that statute or provision as amended, consolidated, reenacted, or replaced from time to time.
(d) The words “including”, “include”, and “in particular” shall not limit the generality of any proceeding words.