Terms of business

1. About us

THOTH GRP LTD is a private limited company registered in England and Wales under company number 12913479, with its registered office at 124 City Road, London, England, EC1V 2NX. We are supervised for anti-money-laundering purposes by HM Revenue & Customs, act as an HMRC-authorised tax agent, are registered with Companies House as an Authorised Corporate Service Provider, and are registered with the Information Commissioner's Office under reference ZC256322. Our VAT registration number is GB392540390.

2. Our services and who they are for

We provide our services to businesses, not to consumers. We act once you have accepted our written proposal or engagement letter, and once our identity and anti-money-laundering checks are complete. Each engagement covers only the services described in it. Work outside that scope is agreed with you in writing before it starts.

3. Your responsibilities

You are responsible for giving us complete, accurate and timely information, and for telling us promptly about changes that may affect our work. The directors of each company remain responsible for keeping adequate accounting records, for its statutory accounts and filings, and for approving them before submission. Our work is not an audit, and should not be relied on to detect fraud or error unless the engagement letter says so.

4. Tax services

Where we act as your tax agent, we do so under your authorisation and in line with HMRC's Standard for Agents. You remain responsible for your tax affairs and for the returns and claims you approve, and we file only with your approval. We are not responsible for penalties or interest that arise because information reached us late, incomplete or inaccurate.

5. Companies House identity verification

When we verify an individual's identity as an Authorised Corporate Service Provider, we do so to the Companies House identity verification standard, and cannot confirm a verification unless that standard is met. We must keep the records of each check, including unsuccessful ones, for seven years, and provide them to Companies House on request.

6. Fees and payment

Fees are fixed for the agreed scope, as set out in the proposal, and are stated excluding VAT, which is added where applicable. Recurring fees are invoiced monthly in advance; other fees are invoiced as the proposal sets out. Invoices are payable within 30 days. On late payment, we may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend work while an invoice is overdue, after giving you written notice.

Third-party costs, such as software licences, statutory filing charges and specialist fees, are excluded unless the proposal includes them.

7. Anti-money laundering

Under the Money Laundering Regulations 2017, we must verify the identity of our clients and their beneficial owners, keep those records, and keep our knowledge of your business up to date during the engagement. We cannot act until these checks are complete, and may stop acting if they cannot be kept up to date. Under the Proceeds of Crime Act 2002 and the Terrorism Act 2000, we must report knowledge or suspicion of money laundering or terrorist financing to the National Crime Agency, and the law may prevent us from telling you that we have done so.

8. Confidentiality

We keep your information confidential, except where disclosure is required by law or regulation, is needed to deliver the services, or is agreed with you. This obligation continues after the engagement ends.

9. Data protection

Each of us will comply with the UK GDPR and the Data Protection Act 2018. We act as an independent controller of the personal data we process to deliver our services, as described in our privacy notice. Where the engagement letter states that we act as your processor for a specific service, the processing terms required by Article 28 of the UK GDPR, set out in that letter, apply.

10. Documents, deliverables and intellectual property

Your records remain yours, and are returned or made available to you when the engagement ends, subject to the records the law requires us to keep. Deliverables we prepare for you, such as the Finance Interface Review, are yours to use for your own business purposes. Our working papers, methods and tools, including Tim – Tax in Motion, remain ours.

11. Electronic communication

We communicate and exchange documents electronically, and use secure channels for sensitive documents. Internet communication cannot be guaranteed to be secure, and we are not liable for loss caused by interception or corruption beyond our reasonable control.

12. Liability

Our work is for the client named in the engagement letter only. No one else may rely on it without our written agreement, and the Contracts (Rights of Third Parties) Act 1999 does not apply to these terms or to any engagement.

We are not liable for loss caused by incomplete, inaccurate or late information from you or your other providers, or for any indirect or consequential loss, or loss of profit, revenue or opportunity. Where another party is also responsible for a loss, our liability is limited to the share that is just and equitable having regard to our responsibility for it.

Unless the engagement letter sets a different limit, our total liability arising from or in connection with an engagement is limited to three times the fees paid for that engagement in the twelve months before the event giving rise to the claim. Any claim must be brought against THOTH GRP LTD, and not against its directors or staff personally.

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

13. Complaints

If you are unhappy with any aspect of our service, tell the principal at contact@thoth.group. We acknowledge complaints within five working days and aim to respond in full within four weeks. Complaints about how we handle personal data are dealt with as set out in our privacy notice.

14. Events beyond our control

Neither of us is liable for delay or failure caused by events beyond our reasonable control, provided the affected party tells the other promptly and takes reasonable steps to limit the effect. This does not affect payment for work already done.

15. Ending an engagement

Either party may end a recurring engagement by giving three months' written notice, or immediately if the other party materially breaches these terms and does not remedy the breach within 30 days of being asked to. We may also end an engagement immediately where continuing would breach a legal or professional obligation, including where the checks described in section 7 cannot be completed or kept up to date. Fees are due for work done up to the date the engagement ends, and we will cooperate in an orderly handover to your new provider.

16. General

The engagement letter and these terms form the whole agreement for each engagement. Changes must be agreed in writing, and email is sufficient. Neither of us may transfer an engagement to someone else without the other's written consent. If any part of these terms is found to be unenforceable, the rest remains in effect. We may update these terms; changes apply to new engagements, and to existing engagements only once we have told you in writing.

17. Law and jurisdiction

These terms and each engagement, and any dispute arising from them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.