General terms of engagement

Applicable law

1.1 - These terms of engagement and the attached schedules are governed by, and shall be construed in accordance with, Irish law. The courts of the Republic of Ireland will have exclusive jurisdiction in relation to any claim, dispute or difference concerning these terms of engagement and any matter arising from it. 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.

Client identification and anti-money laundering and terrorist financing reporting

2.1 - As with other professional services firms, we are required to identify and verify our clients for the purposes of the Republic of Ireland 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 may not be able to proceed with the engagement.
2.2 - External accountants and tax advisers are designated persons under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018 (as may be amended from time to time) and, as such, partners and staff in accounting firms must comply with this legislation which includes provisions that may require us to make a money laundering disclosure in relation to information we obtain as part of our normal accounting or taxation work. We are prevented from informing you when such a disclosure is made or the reasons for it because of the restrictions imposed by the “tipping off” provisions of the legislation.

Other reporting obligations under criminal law

3.1 - We have a duty under Section 59 of the Criminal Justice (Theft and Fraud Offences) Act 2001 to report to An Garda Síochána in circumstances where information or documents indicate that certain offences under that Act may have been committed by a client, its management or employees.
3.2 - Under the Criminal Justice Act 2011, we also have a duty to report certain offences, set out in the schedules to that Act, to An Garda Síochána.
3.3 - We must communicate material relevant offences, as defined in section 1079 of the Taxes Consolidation Act 1997, to the directors of the Company in writing, requesting them to rectify the matter or notify an appropriate officer of the Revenue Commissioners of the offence within six months. In the event that our request is not complied with we must cease to act as accountants to the Company or to assist the Company in any taxation matter.

Client monies

4.1 - We do not hold monies on behalf of clients.

Non-Investment Business commissions or other benefits

5.1 - In some 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 shall notify you of the existence and amount of the commission as soon as possible after these become known to us. You hereby give consent to our retaining this commission. We will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits.

Confidentiality

6.1 - Where you give us confidential information we confirm that we shall at all times keep it confidential, except where we are required to disclose that information by law, by our insurers, or by ethical or other professional regulations relevant to our engagement.

Conflicts of interest

7.1 - We are not aware of any conflict of interest which would prevent us from accepting this assignment. However, if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client, we will inform you, unless we are unable to do so because of our confidentiality obligations. If a conflict arises, we have safeguards that can be implemented to protect the interests of different clients. If conflicts are identified which cannot be managed in a way that protects your interests, we will decline the engagement to provide such services.
7.2 - 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 shall follow the Institute’s Code of Ethics, which can be viewed at https://www.charteredaccountants.ie/Professional-Standards/Bye-laws-and-Regulations/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 those of the Company, subject to our obligations of confidentiality and the safeguards set out in the above paragraph on confidentiality.

Data Protection

8.1 - In these Data Protection Clauses the following terms have the following meanings:
- “Client Data” means all Personal Data which is Processed by Incorpro Limited in connection with the engagement as set out in the Terms of engagement;
- “Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in Ireland including the Data Protection Acts 1988 to 2018, the European Communities (Electronic Communications Networks & Services) (Privacy & Electronic Communications) Regulations 2011, the General Data Protection Regulation (Regulation (EU) 2016/679), the EU ePrivacy Directive 2002/58/EC (as amended), any successor or replacement to those laws (including, when it comes into force, the successor to the ePrivacy Directive).
- All other capitalised terms have the meaning given to those terms in Data Protection Legislation.
8.2 - You and Incorpro Limited shall each ensure that they comply at all times with their obligations under applicable Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
8.3 - Data Controller
- 8.3.1 - Where the Firm acts as data controller for its own purposes, including in the performance of this engagement, administration and billing purposes, business development purposes, and/or compliance with its legal obligations, the Firm will manage personal data in accordance with the privacy statement on our website. This may include sharing Client Data with its associated entities and third party service providers, where necessary or incidental to performing this engagement. The Firm collects and processes this Client Data in accordance with applicable Data Protection Legislation.
- 8.3.2 - Where the Firm acts as data controller in relation to any Client Data shared by the Company, the Company will be solely responsible for providing affected data subjects all relevant information, as required to ensure the Firm’s fair processing of the Client Data.
8.4 - Data Processor
- 8.4.1 - The parties acknowledge that where the Firm acts as the Company’s data processor, the Firm processes Client Data on the Company’s behalf.
- 8.4.2 - The Company warrants that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Firm for the duration and purposes of the engagement.
- 8.4.3 - The Firm shall, in relation to any Client Data processed in connection with the performance of its obligations under the engagement:
- 8.4.4
  - (a) - process that personal data only on the instructions of the Company, unless otherwise required to do so by applicable law;
  - (b) - ensure that it has in place appropriate technical and organisational measures, to protect Client Data against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Client Data, appropriate to the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  - (c) - ensure that all Firm personnel who have access to and/or process Client Data are obliged to keep the personal data confidential;
  - (d) - not transfer any personal data outside of the European Economic Area unless the Firm complies with its obligations under the Data Protection Legislation by ensuring an adequate level of protection to any personal data that is transferred;
  - (e) - assist the Company, at the Company's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  - (f) - notify the Company without undue delay on becoming aware of a personal data breach;
  - (g) - at the written direction of the Company, delete or return Client Data and copies thereof to the Company on termination of the agreement unless required by applicable Irish or European law (including under our regulatory obligations) to store the Client Data; and
  - (h) - maintain complete and accurate records and information to demonstrate its compliance with this Clause 8 and inform the Company as soon as is reasonably possible if, in the opinion of the Firm, an instruction infringes the Data Protection Legislation.

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. It is the responsibility of the recipient to carry out virus checks on any emails and any attachments received.
9.2 - We cannot guarantee the security of emails or when they will arrive. We are not responsible for any loss or damage caused by emails arriving late, or loss or damage caused by email security being compromised.

Fees and payment terms

10.1 - Our fees may depend, not only upon the time spent on your affairs and the level of skill and responsibility involved, but also on the level of risk identified and on the importance and value of the advice we provide.
10.2 - We may provide you with an estimate of our fees for the provision of specific services. Where we do so, such estimate will not be contractually binding unless it is explicitly agreed between us. Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff engaged on your affairs, multiplied by their charge-out rate per hour, plus VAT where applicable.
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. We will not normally estimate fixed fees for more than a year in advance, as these may need to be reviewed in the light of events. If it becomes apparent to us that, due to unforeseen circumstances, a fee quote is no longer adequate or appropriate, we will notify you of a revised figure or range and seek your agreement thereto.
10.4 - We will usually bill in advance of providing a service where a fixed fee has been agreed. Otherwise, we will bill in respect of the engagement when we present you with draft documents. We may request that you make arrangements to pay a proportion of the fee on account during the period of the assignment.
10.5 - We will be entitled to submit invoices for services provided and disbursements incurred on an interim basis as the work progresses. Unless a billing schedule is separately agreed, or some other agreement is reached, invoices will normally be rendered monthly.
10.6 - Our fees are exclusive of VAT, which will be added where it is chargeable. Any disbursements we incur on your behalf, and out of pocket expenses incurred during the course of carrying out our work, will be added to our fees where appropriate.
10.7 - Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel, external special tax consultant or other third party professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.
10.8 - We reserve the right to charge interest on late paid invoices at the rate of Euribor plus 12%.
10.9 - Unless otherwise agreed in writing, all fees are due to be paid upon receipt of the invoice without any right of set-off.
10.10 - If the Company is unable or unwilling to settle our fees, we reserve the right to seek payment from any individual or group company which is a party to the engagement, and we shall be entitled to enforce any sums due against such group company or individual.
10.11 - You will be responsible for any fees which we incur arising from our reporting obligations under the Criminal Justice (Theft and Fraud Offences) Act 2001; Criminal Justice Act 2011; Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018 or the Taxes Consolidation Act 1997.

Quality of service

11.1 - We aim to provide you with a full and satisfactory service and Andrew Doherty will seek to ensure that this is so. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.

Intellectual property rights and use of our name

12.1 - We retain all intellectual property rights in any document or other materials prepared by us during the course of carrying out the engagement.
12.2 - You are not permitted to use our advices, our name or trademarks in any statement or document you may issue unless our prior written consent has been obtained, except where such statements or documents are required to be made public in accordance with applicable law.

Severability

13.1 - If any provision (or part of a provision) of these terms of engagement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Internal disputes within the Company

14.1 - If we become aware of a dispute between the directors, shareholders or other parties connected with the ownership and management of the Company, the directors acknowledge that our client is the Company and we will 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 for the attention of the directors. If conflicting advice, information or instructions are received from different directors in the business, we will refer the matter back to the board of directors and take no further action until the board has agreed the action to be taken.

Limitation of Liability

15.1 - We shall 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 shall 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.
15.2 - We will perform the engagement with reasonable skill and care. Other than where we are prohibited by law from limiting our liability, our aggregate liability in respect of services provided to you shall in all cases (whether in contract, tort or otherwise) be limited to an amount equal to five times the fees paid by you for such services prior to the relevant claim arising.
15.3 - To the extent permitted by law we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.

Termination of engagement

16.1 - We reserve the right to withdraw from the engagement at any time with immediate effect on written notice to the Company.
16.2 - In the event of termination of our engagement, 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, regulatory or ethical 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.

Professional rules and statutory obligations

17.1 - We will observe and act in accordance with the Bye-laws and Regulations and Code of Ethics of the Institute and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by Revenue 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. The requirements are also available online at https://www.charteredaccountants.ie/Professional-Standards/Bye-laws-and-Regulations.

Reliance on advice

18.1 - Any material or report prepared by us as part of this assignment, or other advice or information we provide to you as part of our service are for your sole use, and not for any third party to whom you may communicate them, unless we have expressly agreed in the terms of engagement that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the terms of engagement is not addressed, for any report prepared by us or any other advice, information or material produced as part of our work for you which you make available to them.
18.2 - 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.

Retention of papers

19.1 - During the course of our work, we may collect information from you and others relevant to the Company’s affairs. We will return any original documents to you following the completion of the engagement and submission of appropriate returns. You have a legal responsibility to retain documents and records relevant to the Company’s financial affairs. Documents and records relevant to your tax affairs are required by law to be retained for six years from the end of the accounting period.
19.2 - Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents we believe may be of continuing significance. If you require retention of any document for a longer period, you must notify us of the fact in writing.
19.3 - All engagement files and working papers are the property of the Firm. We will retain working papers and subsequently destroy them in accordance with the Firm’s document retention and destruction policies, unless we have reason to keep files or extracts from files for a longer period.

Timing of our services

20.1 - 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 as advised to us. Failure to complete our services before any such regulatory deadline does not, of itself, mean that we are liable for any penalty or additional costs arising.

Fair usage policy

21.1 - We reserve the right to increase our fees for clients who use our service ‘excessively’ to ensure that the business relationship remains profitable. This policy would mainly be enforced for clients who consume the time of our accountants with unnecessary requests, an ‘unreasonable’ amount of questions, or queries that are not related to accountancy or the services we offer. We are aware that new clients will require more help and advice when they first register with us or if they are new to business and we do take this into consideration.

Nominee Company Secretary

22.1 - This is a subscription service that renews annually and can be cancelled at any time.
22.2 - In the event of cancellation it is the company's directors responsibility to appoint a new company secretary and to notify the CRO of a change in its company officers. All associated filing costs are borne by the company.
22.3 - Subscription-Renewal reminder emails will be sent to your company email address 2 months before the date of renewal.
22.4 - In the event that the subscription fee is not settled within 1 month of the renewal date passing Incorpro will notify the CRO of its resignation as company secretary.
22.5 - The service includes the countersigning of incorporation documents,annual returns and the documents required to open a business bank account . For the signing of other documents, the fee is €20 + VAT per signature.
22.6 -This service does not include preparing general filings or any Company Secretarial advice.

Registered Address Service

23.1 - The registered office and postal forwarding service for your company will be in Skerries, Co. Dublin.
23.2 - Your mail will be scanned daily and sent to your email address. If you require physical mail to be forwarded, this can be posted at cost + 40%. Incorpro does not retain hard copies of posts received.
23.3 - The registered office address can be used on business correspondence of your company.
23.4 - The registered office address cannot be used for the receipt or storage of company stock/inventory.
23.5 - This is a subscription service that renews annually and can be cancelled at any time.
23.6 - In the event of cancellation it is the company's directors responsibility to notify the CRO of a change in the company's registered office address. All associated filing costs are borne by the company.
23.7 - Subscription-Renewal reminder emails will be sent to your company email address 2 months before the date of renewal.
23.8 - In the event that the subscription fee is not settled one month before the renewal date passing, the company directors will notify the CRO of a change in the company's registered office address. Failure to communicate the change to the CRO within 14 days will result in Incorpro initiating legal action to enforce the change.

Contractor Accounting Package

24.1 - The client will ensure the company maintains the following corporate structure at all times during the service period:
- The company will have only one director who will be the sole shareholder.
- The company will not have a corporate shareholder.
- The company will not have subsidiaries.
- The company and the director will be tax resident in Ireland for the full service period.
- Modifications required to the corporate structure do not form part of this package and will require a separate engagement and fees.
24.2 - The number of company transactions that Incorpro process per month is limited to a maximum of ten. A transaction is defined as any entry in the accounting system. For example, each transaction on the bank account, each expense, each payroll entry, each sales invoice are considered separate transactions. If the number of transactions exceed 10 in any one month period, then the client will be upgraded to the appropriate package conforming to the number of transactions.
24.3 - The number of sales invoices per month is limited to a maximum of one. The company will supply services to Irish VAT registered entities only. The client must issue all sales invoices from the bookkeeping software provided. The total value of annual net sales will not exceed €120,000 per annum.
24.4 - The company will not hold the following assets: (a) Land and Buildings, (b) Motor Vehicles, (c) investments. With the exception of director loans, the company will not be party to a loan.
24.5 - All documents required to prepare the bookkeeping records of the Company must be uploaded to the shared drive provided by Incorpro to the client. Documents must be uploaded at least 7 days in advance of the VAT filing deadline.
24.6 - Payroll will be processed once per month only and for the sole director only.
24.7 - Should the client not conform to these terms and conditions, Incorpro reserves the right to retroactively upgrade the client to the appropriate service package and to recover any difference in fees between the packages.
24.8 - The minimum period for an Ongoing Accounting Package is 3 months. If the client ceases the package before the 3 month period is complete, they are liable for any of the fees unpaid. The client has the right to cease the Contractor Accounting Package once the minimum period is complete by giving written notification to info@incorpro.ie. Outstanding filings at the date of cessation remain the responsibility of the client, regardless of whether the filing date falls due within the service period or not. It is the client's responsibility to ensure that the they cease to use Incorpro's Nominee Company Secretary and Registered Address and that they register these changes with the Companies Registration Office and the Revenue Commissioners. The client will still be liable to the costs of these services until such time as the changes are registered.
24.9 - Advisory services, do not form part of this package. Any request for advisory services will be invoiced separately at a rate depending on the level of experience required.

Startup Accounting Package - Basic

25.1 - The client will ensure the company maintains the following corporate structure at all times during the service period:
- The company will have a maximum of two directors. Only the directors will be shareholders.
- The company will not have a corporate shareholder.
- The company will not have subsidiaries.
- The company and the directors will be tax resident in Ireland for the full service period.
- Modifications required to the corporate structure do not form part of this package and will require a separate engagement and fees.
25.2 - The number of company transactions that Incorpro process per month is limited to a maximum of 20. A transaction is defined as any entry in the accounting system. For example, each transaction on the bank account, each expense, each payroll entry, each sales invoice are considered separate transactions. If the number of transactions exceed 20 in any one month period, then the client will be upgraded to the appropriate package conforming to the number of transactions.
25.3 - The client must issue all sales invoices from the bookkeeping software provided. The total value of annual net sales will not exceed €200,000 per annum.
25.4 - The company will not hold the following assets: (a) Land and Buildings, (b) Motor Vehicles, (c) investments. With the exception of director loans, the company will not be party to a loan.
25.5 - All documents required to prepare the bookkeeping records of the Company must be uploaded to the shared drive provided by Incorpro to the client. Documents must be uploaded at least 7 days in advance of the VAT filing deadline.
25.6 - Payroll will be processed once per month only and for a maximum of 3 directors/employees in any calendar year.
25.7 - Should the client not conform to these terms and conditions, Incorpro reserves the right to retroactively upgrade the client to the appropriate service package and to recover any difference in fees between the packages.
25.8 - The minimum period for an Ongoing Accounting Package is 3 months. If the client ceases the package before the 3 month period is complete, they are liable for any of the fees unpaid. The client has the right to cease the Basic Startup Accounting Package once the minimum period is complete by giving written notification to info@incorpro.ie. Outstanding filings at the date of cessation remain the responsibility of the client, regardless of whether the filing date falls due within the service period or not. It is the client's responsibility to ensure that the they cease to use Incorpro's Nominee Company Secretary and Registered Address and that they register these changes with the Companies Registration Office and the Revenue Commissioners. The client will still be liable to the costs of these services until such time as the changes are registered.
25.9 - Advisory services, do not form part of this package. Any request for advisory services will be invoiced separately at a rate depending on the level of experience required.