Modus Accountants Limited

Standard Terms & Conditions of Business

Last updated: January 2026

These Terms & Conditions apply to all engagements with Modus Accountants Limited (“we”, “us”, “our”) unless otherwise agreed in writing.

1. Our Services

We will provide the services agreed with you in writing, usually in a Letter of Engagement (“LOE”). We will use reasonable care and skill in performing those services.

We do not provide legal services and do not verify or audit information unless specifically agreed.

2. Your Responsibilities

You are responsible for:

• Providing complete, accurate and timely information
• Retaining original records where required by law
• Reviewing all work we provide and notifying us of any errors or omissions promptly

We are entitled to rely on the information you provide without verification.

3. Fees and Payment

Our fees are based on time spent, the level of skill required, and the responsibility involved, unless otherwise agreed.

Fee estimates: Where we provide a fee estimate, this is based on our understanding of the scope at that time and the information available to us. If the work proves to be more complex or time-consuming than anticipated, or if additional work is required, we reserve the right to adjust our fees accordingly. We will notify you before any significant increase and, where practical, seek your agreement before proceeding. If we do not hear from you, we may proceed on the revised basis.

Our fees are subject to periodic review, typically on an annual basis. Any adjustment will take into account factors such as the scope and complexity of your work, changes in regulatory requirements, and prevailing market conditions. We will notify you in advance of any changes to your fees. Continued instructions following such notification will be taken as acceptance of the revised terms.

Invoices are due within 7 days of issue or prior to submission to HMRC/Companies House, whichever is earlier.

We reserve the right to charge interest on overdue amounts at 8% above the Bank of England base rate or the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher.

If you dispute an invoice, you must notify us in writing within 7 days of the invoice date. Otherwise, the invoice will be deemed accepted.

Where we act for a limited company and it is unable to meet our fees, the directors will be jointly and severally personally liable for outstanding amounts.

We reserve the right to suspend work if fees remain unpaid.

4. Commissions and Benefits

We may receive commissions or other benefits from third parties in connection with services provided to you. Where this occurs, we will disclose this to you. Unless otherwise agreed, we may retain such commissions.

5. Subcontracting and Use of Third Parties

We may subcontract or outsource elements of your work to third parties or specialists where appropriate. We remain responsible for the overall delivery of the agreed services.

6. Ownership of Records and Right of Lien

In the event of non-payment of our fees, we reserve the right to exercise a lien over books, records and documents in our possession and to withhold them until payment is made in full.

7. File Retention

We will retain your files for 6 years from the date of our last correspondence, unless required by law to retain them longer.

After this period, files may be destroyed unless you request their return in writing. Collection is free of charge; postal return may incur a fee.

8. Third Party Reliance

Our work is prepared solely for your use and for the specific purposes agreed.

No third party may rely on our work unless we have expressly agreed to this in writing. You agree not to provide our work to any third party without our prior written consent.

9. Limitation of Liability

We will provide our services with reasonable care and skill.

We will not be responsible for any losses, penalties, interest, surcharges or additional liabilities arising from:

• Inaccurate, incomplete or misleading information supplied by you or others
• Delays or failures by you or others to supply information
• Your failure to act on our advice or respond promptly
• Changes in law or HMRC practice

Our total aggregate liability to you for any claim arising from our services, whether in contract, tort or otherwise, shall not exceed the fees paid for the relevant service.

We shall not be liable for any indirect, consequential or economic losses.

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, or for fraud.

10. Electronic Communications

We will communicate with you by email and other electronic means. While we take reasonable security precautions, we cannot guarantee the security of electronic communications and accept no liability for unauthorised interception, corruption, or loss of data outside our control.

We may use artificial intelligence tools to assist in delivering our services. We remain responsible for all work product and any AI-assisted output is reviewed by qualified staff before delivery.

11. Force Majeure

We shall not be liable for any failure or delay in performing our obligations where this arises from events beyond our reasonable control, including but not limited to fire, flood, pandemic, government action, power failure or systems failure.

12. Anti-Money Laundering

We are required to comply with UK anti-money laundering and counter-terrorist financing legislation, including the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as well as related legislation such as the Criminal Finances Act 2017 and the Economic Crime and Corporate Transparency Act 2023.

As part of our obligations, we are required to verify your identity and may need to request information or evidence regarding the source of funds or assets involved in a transaction or engagement.

If we know or suspect that criminal activity is taking place, we are legally obliged to make a disclosure to the National Crime Agency (NCA). In such circumstances, we are prohibited by law from informing you that a disclosure has been made.

We shall not be liable for any loss, damage, or delay arising as a result of our compliance with these statutory obligations.

13. Data Protection

Where we process personal data on your behalf, you are the Data Controller and we are the Data Processor. Where we process your personal data for our own purposes, we are the Data Controller.

We will process personal data in accordance with the UK GDPR and the Data Protection Act 2018.

We use third-party sub-processors, including Karbon Inc., under appropriate data processing agreements. A full list of sub-processors is available on request.

We implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

We will retain personal data for the duration of our engagement and for 6 years thereafter, unless required by law to retain it longer.

We will notify you without undue delay if we become aware of any personal data breach affecting your data.

14. Complaints

We aim to provide a high-quality service. If you are unhappy, please contact your usual Modus contact first.

If unresolved, please contact our Managing Director, Samantha Newport, at samantha@modus-accountants.co.uk or call 01993 225030.

Where appropriate, you may be entitled to refer a complaint to the relevant professional body of the individual responsible for your work.

15. Termination

Either party may terminate our engagement at any time by giving written notice. Fees for work completed up to the termination date remain payable.

16. Governing Law

These terms are governed by and construed in accordance with English law. The courts of England and Wales shall have exclusive jurisdiction.

Contact

Modus Accountants Limited
Unit 1c Eagle Industrial Estate
Church Green
Witney
Oxfordshire
OX28 4YR

Email: hello@modus-accountants.co.uk
Phone: 01993 225030

Registered in England No 11108267
VAT Registration 291 0413 29

Professional Indemnity Insurance held with Allianz Insurance Plc