Terms of Business

General Terms of Business – effective 3rd November 2025

General Terms of Business

These General Terms of Business apply to the delivery of services by David Couch Consulting (“DCC”) to a client pursuant to a separate letter (“the Engagement Letter”) which should be read in conjunction with these General Terms of Business.

Definitions

Meanings of words and phrases used within the General Terms of Business are as follows:

DCC/our or us/we: David Couch Consulting, together with its employees, sub-contractors and agents, the contracting party;

You/your: The party that the Engagement Letter is addressed to;

Services: The services, as set out in the Engagement Letter, to be delivered by DCC;

Contract: These General Terms of Business and the Engagement Letter, together with any other documents to which contractual reference is made within the Engagement Letter;

Other Beneficiaries: Any or each organisation or person whose activities you may control, if any such organisation or person is identified within the Engagement Letter as a beneficiary or recipient of the Services or any product or by-product thereof and any or each organisation or person which DCC and you agree in writing may be so treated; and

Business Hours: From 9am to 5pm Monday to Friday, excluding Isle of Man and UK Public Holidays.

Force Majeure Event: Any event beyond a party’s reasonable control, including but not limited to acts of God, war, riot, strike, lockout, industrial action, fire, flood, drought, storm, epidemic or pandemic, or failure of utility services, but excluding any payment obligations.

Confidential Information: Any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential, including trade secrets, client data, and business strategies, but excluding information that is publicly available or independently developed.

Our Services and Responsibilities

1. Scope: The Engagement Letter shall set out details of the Services to be provided by us, and any associated matters together with relevant benchmarks and/or measures/service levels (agreed from time to time) which shall represent fulfilment of the Services.
2. Variation: The General Terms of Business shall be subject to variation where required in the Engagement Letter.
3. Skill and Care: All Services will be provided with reasonable skill and care.
4. Oversight: We shall use reasonable endeavours to ensure the oversight of a Partner in the provision of the Services. In the case of the unavailability of a Partner, we may substitute others to those identified with persons of equal or similar skills, unless otherwise agreed. We will notify you promptly of any substitutions. No liability will attach to DCC in respect of any loss, damage or expense or delay arising from its failure to do so provided that such failure is caused by events beyond our control.
5. Accountancy Services: We shall be responsible for maintaining the books and records for your business and for submitting all relevant returns to the appropriate authorities as agreed with you from time to time. Where appropriate, such returns shall be provided in compliance with the rules and regulations extant on submission.
6. Self-Assessment Services: We shall be responsible for submitting your annual self-assessment return and for providing ongoing personal tax advice, but we shall not be responsible for any omissions resulting from non-disclosure of information requested by us. You must provide all requested information accurately and in a timely manner; failure may result in delays or inaccuracies for which we are not liable.
7. Payroll Services: We may outsource the administration of certain payroll processes, but the responsibility for payroll submissions to tax authorities shall remain with us.
8. Consultancy Services: We may provide oral presentations, deliver written reports, provide written confirmations of opinions or deliver verbal opinions, or supply bespoke written advice. In all instances, any draft presentation, report, opinion or advice shall be superseded by a final written presentation, report, opinion or advice, if applicable.
9. Work in Progress: Where presentations, reports, opinions or advice are produced in interim, draft or other similar state, no reliance shall be placed by you upon such work. In the event that you choose to rely on such work, you shall notify us and we will supply documentary confirmation of the work concerned once it is finalised.
10. Post-Work Events: Whenever presentations, reports, opinions or advice has been produced, we shall be under no obligation in any circumstances to update such presentations, reports, opinions or advice for events occurring after issuance in final form, unless explicitly agreed. We have no duty to update for changes in law or circumstances post-issuance.
11. Sharing with Third Parties: All work is undertaken by us on the basis that the products of the Services are for your benefit and information only and that it shall not be copied, conveyed, referred to or disclosed to third parties, in whole or in part, without our prior written consent. Disclosure to third parties without consent voids any liability protections. Where the Services are provided it shall be on the basis that no reference shall be made to DCC or use made of our logo or trademark in any form or medium without our prior written consent. It shall be permissible for you to disclose in whole, but not part, any product of the Services to your own legal and other professional advisers where you are seeking advice from them in relation to the Services provided that they are informed that DCC accepts no responsibility or liability to them in connection with the Services and that disclosure by them is not permitted in any format or medium without our prior written consent.
12. Reliance on Advice: Any advice, information, statement of expectation, opinion, forecast, recommendation or commentary provided by DCC as part of the Services shall not amount to any form of guarantee that we have determined or predicted future events or circumstances. This does not preclude general market commentary; consult professionals for personalized advice.
13. Advice and Information: No advice, information, opinion, forecast, recommendation or commentary provided by DCC, shall be construed as investment advice or financial planning advice.
14. Service Levels and KPIs: If not detailed in the Engagement Letter, we will mutually agree on measurable service level agreements (SLAs) and key performance indicators (KPIs), including remedies for breaches such as fee credits.
15. Ownership: DCC or its appointed agents shall retain ownership of the copyright and all other intellectual property rights in or resultant from the product of the Services, irrespective whether oral or tangible, and ownership of our working papers. However, we grant you a perpetual, non-exclusive, non-transferable license to use the deliverables for your internal business purposes only. You retain ownership of any pre-existing intellectual property you provide to us. DCC shall be entitled to use or develop experience, documentation, knowledge and skills gained through performance of the Services and may deliver such services to you or other clients.
16. Charges and Fees: DCC shall render invoices for its work and the Services comprising fees, reasonable outlays and disbursements (and if relevant VAT thereon at the applicable rate), hereafter “Our Fees and Charges”. Details of charges and any special payment terms shall be set out in our published Rate Card, and varied from time to time. Outlays shall include directly incurred costs relevant to the Services and may include such items as printing, postage, accommodation, travel and subsistence costs where relevant. Accommodation will be in a 4 star hotel or above. Travel will be standard class for travel in the UK and business class for non-UK travel, with a preference for sustainable options where feasible. Subsistence will be capped at £75 per day. Disbursements may be charged up to a maximum of 5% of the time value to cover incidental costs not charged directly (for example, telephone, internet and other office costs); such charges will be itemized if exceeding £100. Fees may differ from estimates or quotations that may have been supplied, such estimates or quotations are considered provisional only.
17. Non-Standard Working: Where the Services are performed outside of our Business Hours at your request, we reserve the right to add 50% to the rates shown in our published Rate Card. Where the services are performed other than in the Isle of Man, there will be a minimum fee payable. For services performed in the UK, there will be a minimum fee of £500 (plus VAT) or 3 hours, whichever is higher. For services performed in Europe there will be a minimum fee of £1,500 (plus VAT) or 7 hours, whichever is higher. For all other areas, the minimum fee will be agreed prior to the services being delivered.
18. Payment of Invoices: Our invoices are payable within 14 days of presentation (unless you have an arrangement to pay by Direct Debit) and shall be paid by you without any right of set-off on presentation of our invoice or such other time as may be specified in the Engagement Letter.
19. Fees Due on Termination: If the Contract is terminated or suspended, DCC will be entitled to immediate payment of Our Fees and Charges up to the point of termination or suspension. Fees shall be calculated for work done by reference to our daily rates at the time of the performance of our work on the basis set out in clause 16 and 17 hereof and the Engagement Letter.
20. Late Payment Interest: DCC may charge interest on a monthly basis on any and all outstanding balances at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998 (as applicable) or 5% above the Bank of England base rate from time to time in force, whichever is lower. Such rate will apply after as well as before any judgement. We shall also be entitled to withhold books and records belonging to you until we have received payment in full for Our Fees and Charges.
21. Refunds: Our Fees and Charges are non-refundable, unless we terminate the contract before the work (which has been paid for) has been completed. Refunds may be considered pro-rata for unperformed work at our discretion if you terminate the contract.
22. Fee Adjustments: Fees may be adjusted annually broadly in line with the Consumer Price Index (CPI), with at least 30 days’ prior written notice, or otherwise as agreed.
23. Expenses Pre-Approval: Expenses exceeding £500 must be pre-approved by you in writing.
24. Anti-Money Laundering and Financing of Terrorism Regulations: We are authorised by the Isle of Man Financial Services Authority (FSA) and are required by them to obtain information about all new clients sufficient to verify their identity and establish the nature of their business. As such, we will require you (and other connected parties if applicable) to provide such information as we may need from time to time so as to satisfy these requirements both at the outset of our relationship and on an ongoing basis. You warrant that all information provided is accurate and not derived from illegal activities.
25. Disclosure to Authorities: You authorise us to disclose the information referred to in clause 24 to the FSA and other regulatory authorities in order for us to discharge our responsibilities in relation to the FSA regulations.
26. Your Responsibilities: At all times you shall retain full responsibility and accountability for the following:
    26.1. the management, operation and conduct of your affairs and your business;
    26.2. making any decision affecting the Services, any product of the Services, your affairs or interests;
    26.3. the use or reliance upon or implementation of our advice or recommendations or other product of the Services; and
    26.4. delivery, realisation or achievement of benefits directly or indirectly related to the Services which require implementation by you. You must implement our recommendations at your own risk.
    26.5. Compliance with Laws: You are responsible for ensuring your business complies with all applicable laws; our services do not constitute legal compliance advice.
27. Delivery of Services: Where we perform work at your premises (or your client’s premises) or use your computer systems or voice networks, you will provide and ensure that all necessary arrangements are made for access, security, virus scanning, licences, facilities or consents as may be required. Such arrangements will be provided at no cost to DCC.
28. Information: In order that we may perform the Services, you shall supply all information and assistance promptly and provide all access to documentation in your possession, custody or under your control and access to personnel under your control where required by us. Where not in your possession or custody, best endeavours must be used to secure such supplies and access. Where you come across any information that may have a bearing upon the delivery of our Services, this shall be notified to us without delay. Additionally, you shall supply sufficient data in response to our enquiries to enable us to comply with our obligations relating to anti-money laundering or countering the financing of terrorism where required by law.
29. Reliance on Information: We may rely on any instructions or requests made or notices given or information supplied, either orally or in writing, by any person we know to be or reasonably believe to be authorised by you to communicate with such purposes. Where such a person requests us to communicate by e-mail we may do so, on the basis that you accept all risks associated with and inherent in such means of communication including virus checking. We recommend secure communication methods; email risks are yours unless we agree otherwise.
30. Reliance on Third Parties: In delivering the Services we may receive or encounter information from you or other sources. In relation to such information we shall not seek to establish reliability of it, nor be liable to you for any loss or damage suffered by you arising from misrepresentation, fraud, withholding of information material to the Services or other default relating to such material information, whether on your part or that of the information sources. In all circumstances, we may consider the consistency and quality of information received by us.
31. Data Protection: The UK General Data Protection Regulation (UK GDPR) and the Isle of Man Data Protection Act 2018 (as amended and in force as of October 2025) set out our obligations and duties in relation to your personal data. Your personal data for the purposes of these regulations includes: • name, any nicknames and previous names • gender • address and previous address • date of birth • telephone number • email address • tax reference number • National Insurance number • passport number • personal bank details • relationship status • image • family members • copies of identification documentation obtained from you • IP addresses and cookies (if applicable to our services).
32. Data Protection Officer: Where personal data relating to clients is collected, we are required to provide you with the identity and contact details of the Data Protection Officer for David Couch Consulting, which is as follows: David Couch, Fourth Floor, Analyst House 20-26 Peel Road Douglas Isle of Man IM1 4LZ.
33. Personal Data: Your personal data will be used for the following purposes:
    • Assisting with the preparation of your company’s annual accounts and corporation tax return
    • Preparing your self-assessment return
    • Discussing your personal tax affairs
    • Ensuring your personal information held by Companies House/Companies Regsitry is accurate and up to date
    • Liaising with other approved companies in relation to the Services.
34. In addition to the above, your personal data may be disclosed to the following recipients:
    • HMRC and/or ITD and IOM Customs and Excise (as applicable)
    • Companies House
    • Regulatory authorities (both in the Isle of Man and UK)
35. Retention of Data: Your personal data will be retained by us whilst you remain a client and for a further six years after you cease to be a client, in line with tax authority requirements. You can request a copy of the personal data we hold at a cost of £25 + VAT per request and we shall provide this information within one month of payment being received.
36. Deletion of Data: You have the right to delete your personal data, except for that which we are required to retain by law. Requests for erasure will be processed in accordance with applicable laws, and we will confirm any exceptions.
37. Data Breaches: We will notify you and the relevant supervisory authority of any personal data breaches within 72 hours as required by law.
38. International Transfers: If personal data is transferred outside the UK or Isle of Man, we will implement appropriate safeguards, such as standard contractual clauses.
39. Confidentiality: Both parties agree to keep Confidential Information secret and not disclose it to third parties except as required by law or with prior written consent. This obligation survives termination of the Contract for five years. Each party will use Confidential Information solely for the purposes of the Contract and take reasonable steps to protect it.
40. Knowledge and Conflicts: DCC shall not be required to make use of or to disclose to you any information which is confidential to another client.
41. Conflicts of Interest: DCC may be approached to advise other parties who may be in dispute with you or to represent the interests of a party or parties whose interests are opposed to yours. DCC will seek to identify adversarial conflicts. However, if you know or become aware of any which may arise, you shall advise DCC immediately. DCC will routinely decline business which provides conflicts for the Contract, unless we have installed appropriate and effective barriers to prevent the flow of confidential information. We will maintain ethical walls where possible.
42. Termination Due to Conflicts: Where we consider that your interests are likely to be prejudiced and we are not satisfied that the situation can be effectively managed, we may have to terminate the Contract and shall be entitled to do so on notice taking effect immediately on delivery. We shall consult with you before taking such a step.
43. Discussions with Regulators and their Views: Where it is necessary in our view to consult with a regulator to enable our advice to be provided to you, we shall do so only with your consent and on a basis agreed with you.
44. Disagreement with Regulators: There shall be no assurance or guarantee given that any views that we will express, orally or in writing, formally or informally, will necessarily accord with those of any regulator.
45. Legal Advice and Investment Services: Any advice or opinion that we may supply as part of the Services shall not be legal advice or a legal opinion and you shall not construe it as such. Where we consider that legal services are or may be required by you, we shall inform you and, if requested, shall identify lawyers or law firms who may be able to assist. We shall not have any responsibility for any legal services, oral or written, that may be supplied to you. We do not undertake regulated investment business in any form nor will we provide investment related advice or recommendations on securities or other such products. We are not regulated by the Financial Conduct Authority (FCA) or equivalent for financial services.
46. Referrals: Any referrals to third-party professionals are made without liability on our part.
47. Contract Terms: The Contract sets out the entire agreement and understanding between us in connection with the Services. Modifications or variations to the Contract must be in writing and signed by DCC and yourself (hereafter “Additional Terms”). Where inconsistencies occur between the Engagement Letter and any other element of the Contract, the Engagement Letter shall take precedence. Where any inconsistency occurs between the General Terms of Business and the Additional Terms, the Additional Terms shall prevail. Nothing in the Contract shall operate to exclude liability which we would otherwise have to you in respect of any statements made by us fraudulently prior to the date of the Contract.
48. Amendments: Amendments must be in writing and signed by authorized representatives of both parties.
49. Circumstances Beyond Our Control: If either party is unable to comply with the Contract as a result of a Force Majeure Event, neither of us shall be in breach of our contractual obligations nor shall either of us incur any liability to the other. Where such an event occurs, the affected party shall notify the other promptly and take reasonable steps to mitigate the effects. The unaffected party shall have the option of suspending or terminating the operation of the Contract on notice taking effect immediately upon delivery. This clause does not excuse payment obligations that can still be performed.
50. Third Party Rights: The Contract shall not create, nor shall it be intended to create or give rise to, third party rights. No third party shall have any right to enforce or rely on any provision of the Contract which does or may confer any right or benefit on any third party, direct or indirect, express or implied. The application of any legislation giving to or conferring on third parties contractual or other rights in connection with the Contract shall be excluded.
51. Waiver, Assignment and Sub Contract: Failure by any one of us to exercise or enforce any rights shall not amount to a waiver of any rights available to either of us.
52. Assignment: Neither party shall have the right to assign the benefit or burden of the Contract without the written consent of the other, except in the case of corporate restructuring where notice is provided.
53. Sub Contractors: DCC shall have the right to appoint sub-contractors to assist us in delivering the Services without your consent, but we remain fully liable for their performance.
54. Exclusions and Limitations on Our Liability: In the particular circumstances of the Services set out in the Engagement Letter, the liability to you and to Other Beneficiaries of each and all subcontractors, or agents in contract or under statute or otherwise for any indirect or consequential economic loss or damage including loss of profits suffered by you or by any such other party arising from or in connection with the Services, however the indirect or consequential economic loss or damage is caused, including our negligence but not our wilful default, shall be excluded.
55. Liability for Losses: In the particular circumstances of the Services set out in the Engagement Letter and subject to clauses 55 and 56 below, the aggregate liability to you and to Other Beneficiaries of DCC, in contract or under statute or otherwise, for any direct loss or damage suffered by you or by any other such party from or in connection with the Services, however the direct loss or damage is caused including our negligence but not our wilful default, shall be limited to the amount specified in the Engagement Letter or if no amount is specified there, to the amount of fees invoiced by and paid to us in the previous 12 months in accordance with the terms of the Engagement Letter or One Hundred Thousand Pounds Sterling (£100,000), whichever is the lesser. This cap is tied to our professional indemnity insurance levels.
56. Limit of Liability: Subject always to the aggregate limitation on our liability in Clause 55, the following provisions shall govern the extent of our liability to you and to any Other Beneficiaries:
    56.1. Our liability shall be limited to that proportion of the total loss or damage, after taking into account your contributory negligence if any or the contributory negligence of any Other Beneficiaries, which is just and equitable having regard to the extent of the responsibility of DCC or its subcontractors or agents for the loss or damage concerned (the DCC proportion) and the extent of responsibility of any other party also liable or potentially liable to you or to Other Beneficiaries in respect of the same loss or damage (Other Liable Party).
    56.2. For the purposes of determining the DCC Proportion no account shall be taken of the Other Liable Party having ceased to exist, having ceased to be liable, having had imposed an agreed limit on its liability or being unable to pay. On request by us, you or any Other Beneficiaries shall join the proceedings against the Other Liable Party, unless prohibited by law.
    56.3. Where despite the provisions of this clause 55 the extent of the DCC Proportion is not determined, the question shall be referred on request to an expert, to be appointed by agreement or by the President of the Law Society of England & Wales, who shall act as an expert and not as an arbiter and whose decision on the DCC Proportion shall be final and enforceable in satisfaction of any prior judgment.
57. Scope of Liability Limitations: We accept the benefit of the limitations in clauses 54 and 55 above on our own behalf and as agent and trustee for DCC and its sub-contractors or agents who may be or might have been involved in delivering the Services. The exclusion in clause 54 and the limitations in clauses 55 and 56 above shall not operate to exclude or limit any liability which cannot be lawfully excluded or limited (including for gross negligence or fraud) and shall apply in addition to any other clauses which may operate to exclude or limit our liability in other respects.
58. Restrictions on Claims: You and Other Beneficiaries shall not bring any claim personally against any individual or agent, as the case may be, of DCC in respect of loss or damage suffered by you or Other Beneficiaries arising out of or in connection with the Services. This restriction shall not operate to limit or exclude liability of DCC for the acts or omissions of DCC, its subcontractors or agents. Any claim from you or Other Beneficiaries must be made within one year of the date on which you or they became aware of circumstances giving rise to a claim or potential claim against us, or within one year of this contract being terminated, whichever is sooner. For these purposes a claim shall be made when court or other dispute resolution proceedings are commenced.
59. Insurance: We maintain professional indemnity insurance of at least £1,000,000; proof is available upon reasonable request
60. Third Parties Indemnity: You shall indemnify DCC, its subcontractors and agents and hold us harmless against any loss, damage, expense or liability incurred by us as a result of, arising from or in connection with a combination of the following circumstances; any breach by you of your obligations under the Contract; and, any claim made or threatened by a third party or any Other Beneficiaries which results from or arises from or is connected with any such breach. This indemnity shall be mutual where applicable and shall not apply where we have consented in writing to the disclosure, in whole or part, of the product of the Services to such a third party or any Other Beneficiaries on terms to which you and the third party or Other Beneficiaries have each agreed and with which you have each complied.
61. Termination of Services: Either party may terminate this engagement by giving not less than thirty (30) days’ prior written notice to the other.
    61.1. Upon termination, and subject always to the scope of services set out in the engagement letter, we shall be obliged to complete the following services:
    • bookkeeping and payroll services up to the date of termination;
    • the preparation and submission of any VAT returns outstanding as at the date of termination; and
    • the preparation and submission of annual accounts and corporation/corporate tax returns for all accounting periods ending prior to the date of termination.
    61.2. The Client shall be liable for, and shall promptly discharge, all outstanding invoices issued by us up to the date of termination. The Client shall further be liable for all fees properly accrued in respect of services performed up to the date of termination, whether or not such fees have been invoiced at that time. We shall not be required to carry out any further work following termination until such time as all outstanding amounts due are paid in full.
    61.3. No refunds shall be made in respect of fees already paid, save where we are unable to complete the relevant services due to circumstances solely within our reasonable control. Pro-rata refunds for prepaid unperformed work may be considered at our discretion.
    61.4. Immediate Termination: Either party may terminate immediately for material breach, insolvency, or repeated non-payment, with written notice.
    61.5. Post-Termination: Upon termination, each party shall return or destroy the other’s Confidential Information. Outstanding fees remain payable.
62. Notices: Any notice to you or us shall be in writing and delivered by pre-paid first class post, pre-paid overseas equivalent, or email (with delivery confirmation) to our respective addresses appearing in the Engagement Letter. Notices delivered by post shall be deemed to have arrived where posted within the UK or Isle of Man on the third working day and where posted overseas on the 10th working day following the date of posting. Email notices are deemed delivered upon confirmation of receipt.
63. Severability: Each clause or term of the Contract constitutes a separate and independent provision. If any of the provisions of the Contract are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall have full force and effect.
64. Capacity: You agree to and accept the provisions of the Contract on your own behalf and as agent for Other Beneficiaries. You shall procure in such circumstances that any Other Beneficiaries shall act on the basis that they are a party to the Contract, as if they had each signed a copy of the Engagement Letter and agreed to be bound by it. However, you alone shall be responsible for payment of our charges and fees.
65. Acceptance of Terms: We accept your agreement to and acceptance of the terms of the Contract, save for clauses 54 and 55 above, on our own behalf and as agent and trustee for DCC and its subcontractors and agents.
66. Law and Jurisdiction: The Contract shall be subject to and governed by Isle of Man Law and all disputes arising from or under the Contract shall be subject to the exclusive jurisdiction of the Manx Courts.
67. Dispute Resolution: Before commencing litigation, the parties will attempt to resolve disputes through mediation, with costs shared equally unless otherwise agreed. If mediation fails, disputes proceed to the courts as per clause 66.
68. Anti-Bribery and Compliance: Both parties shall comply with the UK Bribery Act 2010 and equivalent Isle of Man laws. Any suspicions of bribery must be reported immediately.
69. Electronic Communications and Signatures: Communications and signatures may be electronic (e.g., via email or AdobeSign), which shall have the same legal effect as originals.
70. Survival: Clauses relating to liability, intellectual property, confidentiality, indemnities, and payment obligations shall survive termination.
71. Environmental/Sustainability: Where applicable, we commit to sustainable practices in delivering Services, such as minimising travel and using digital alternatives where appropriate and available.