Terms & Conditions

1. Regulation and Professional Obligations

DNS Accountants Ltd is regulated by the Institute of Chartered Accountants in England and Wales (ICAEW) and must comply with ICAEW regulations, its Code of Ethics and Professional Conduct in Relation to Taxation (PCRT). DNS also has legal and regulatory obligations under UK law, including anti-money laundering and data protection laws. If our duties to regulators or under professional rules conflict with your instructions, our professional obligations and regulatory duties take priority.

2. Scope of Services and Exclusions

Our services are strictly limited to those listed in the Client Agreement and any attached schedules. DNS does not provide statutory audit services unless explicitly agreed in writing, and we do not provide FCA-regulated investment advice, legal advice, immigration advice or insolvency practitioner services. DNS may refer these services via partner or group companies or partner companies.

3. Use of Group Companies and Subcontractors

DNS may use group companies, affiliates or subcontractors to deliver services, including outsourced teams. DNS remains responsible for overall service delivery under the Client Agreement.

4. Client Responsibilities

The Client must provide complete, accurate and timely information, records and explanations necessary for DNS to carry out the agreed services. The Client is responsible for maintaining proper accounting records, internal controls and compliance with all legal obligations. DNS may rely on information supplied by the Client.

5. Tax Planning and Advice

We may provide generic tax advice and support in relation to your tax affairs from time to time. However, for comprehensive or advanced tax planning, you may be introduced to specialist advisers, and any engagement with them will be on a separate basis between you and them.

Tax planning has inherent risks, including the risk of changes in tax laws, HMRC practice or the way rules are interpreted and applied. We can only advise on the position at the time the advice is given. You should assess the risks of following any proposed structures with a long-term view in mind and understand that the position may change over time.

We will endeavour to record advice on important matters in writing. Any advice given orally (including in meetings or by telephone or video call) is not intended to be relied upon unless confirmed in writing. If you wish to be able to rely on oral advice, you must ask us to confirm that advice in writing.

6. Information Deadlines, Dormant or Inactive Businesses

Clients must provide information in line with Schedule 2. Failure to provide information in sufficient time may mean DNS cannot complete work before deadlines, or must work under significant time pressure and with limited review. DNS pricing for fixed-term packages assumes onboarding, systems, compliance processes and readiness to act.

7. Fees Where No Work Is Completed

The fact that no accounting, tax or compliance work has been carried out (for example because the Client did not trade, remained dormant or failed to supply information) does not entitle the Client to a refund, discount or non-payment of fees. Fixed-term subscription fees remain payable even where no returns or accounts are ultimately filed.

8. Billing Errors and Corrections

DNS may correct under-billing or missed billing for services properly provided under the Client Agreement. As a general rule, corrections will be limited to the preceding 12 months, unless under-billing arises from late, incomplete or incorrect information from the Client, in which case a longer period may apply. Any overcharge will be corrected promptly.

9. Fees, Non-Payment and Debt Recovery

Fees and payment terms are defined in the Client Agreement. Failure to pay may result in suspension of services, additional administration charges, interest and transfer to a debt recovery agency. If a third-party debt collector is used, the Client may be liable for reasonable recovery costs as permitted by law.

Fees will be adjusted annually based on the RPI rate in England, with 30 days notice.

10. Limitation of Liability

DNS will provide services with reasonable care and skill. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law. Subject to that, DNS will not be liable for penalties, interest, surcharges, additional tax, compliance checks, enquiries or other adverse consequences arising from (a) late, incomplete or changing information provided by the Client; or (b) accounts, returns or other filings prepared or submitted under time pressure because information, explanations or approvals were provided close to deadlines, provided that DNS has acted with reasonable care and skill in the circumstances.

Our combined liability under this Agreement, regardless of cause, will not exceed the Fees paid by you in the previous 12 months.

11. Third-Party Reliance

DNS work is prepared solely for the Client. No third party may rely on DNS reports, accounts or letters without DNS’s prior written consent. DNS accepts no responsibility or liability to third parties who rely on our work without consent.

12. Intellectual Property and Use of Our Work

DNS retains all intellectual property rights in its working papers, templates, methodologies, software tools and know-how. The Client is granted a non-exclusive licence to use the reports, accounts, tax returns and other deliverables provided by DNS for its own internal purposes and to meet its legal and regulatory obligations. The Client must not resell, publish or permit third parties to rely on DNS work without DNS’s prior written consent, except where this is clearly required for the agreed purpose (for example filing with HMRC or Companies House).

13. Confidentiality and Data Protection

DNS will treat Client information as confidential, subject to legal and regulatory obligations and normal use of outsourced and cloud services. Data protection practices are set out in our Privacy Policy, available at http://www.dnsaccountants.co.uk/privacy-policy.

14. Use of Artificial Intelligence

14.1 Our use

We may use secure, approved business or enterprise artificial intelligence (AI) tools to assist in delivering our services, including research, analysis, drafting, summarisation and document preparation.

Artificial intelligence-generated material is used only as an assistive tool. All work is subject to appropriate human review before being provided to you. Subject to the terms of our engagement, we remain responsible for our advice and deliverables. We do not rely solely on artificial intelligence to make decisions that produce legal or similarly significant effects concerning an individual.

14.2 Your use

Our advice and deliverables are confidential and provided for the agreed purpose. You should not upload them to publicly available artificial intelligence tools that may retain, share or use the material for model training, as this may result in a loss of confidentiality. If information or documents provided to us were materially produced using artificial intelligence, please tell us, as we may need to verify them before relying on them.

14.3 Responsibility

Subject to the terms of our engagement and applicable law, we are not responsible for losses arising from your use of artificial intelligence tools on our advice or deliverables, or from inaccuracies in artificial intelligence-produced information provided to us where its use has not been disclosed.

15. Communications

DNS may communicate with the Client by email, phone, online portal or other electronic means. The Client accepts that electronic communications may carry inherent risks and absolute security cannot be guaranteed.

16. Non-Solicitation and Direct or Indirect Engagement of DNS Personnel

16.1 In this clause, a “DNS Person” means any employee, consultant or subcontractor of DNS who has provided, supervised or managed services to the Client, or has dealt with the Client, at any time while the Client has been a client of DNS.

16.2 While the Client is a client of DNS and for 24 months after the Client’s engagement with DNS ends, the Client must not, without DNS’s prior written consent, directly or indirectly:

(a) employ, engage or contract with a DNS Person in any capacity; or

(b) work with, instruct or receive accountancy, bookkeeping, tax, payroll or related services from a DNS Person.

This applies whether the DNS Person acts personally, through their own company or business, or through another practice or business, and regardless of who makes the approach or who issues the invoice.

16.3 If the Client breaches clause 16.2, the Client must pay DNS a fixed fee of £20,000 for each DNS Person concerned, within 14 days of DNS’s invoice. The Client agrees that this fee is a fair and proportionate amount, reflecting DNS’s investment in recruiting, training and supervising its people and the client relationship and fees that DNS loses, and is not a penalty. This does not affect DNS’s other rights and remedies.

16.4 This clause does not apply to services provided to the Client through DNS.

17. Anti-Money Laundering (AML) and Client Identification

DNS must complete AML and Know Your Customer (KYC) checks before starting work and may be required to report suspicious activities without notifying the Client. DNS will not be liable for delays caused by AML requirements. DNS does not normally hold client money. If we agree to hold money on your behalf, it will be kept in a separate client bank account in accordance with applicable professional rules (including ICAEW Clients’ Money Regulations where relevant).

Company and LLP clients must notify DNS in writing within 7 days of any change in directors, members, partners, persons with significant control or beneficial owners and provide any reasonable KYC information DNS requests in respect of new or existing individuals.

If you do not provide such information when requested, or if DNS considers that continuing to act would create an unacceptable risk, DNS may suspend some or all services or terminate the Agreement on written notice. Suspension or termination under this clause does not remove the Client’s obligation to pay agreed fees, including for any fixed term packages.

18. Events Outside Our Control

DNS will not be liable for any delay or failure to perform its obligations under the Client Agreement to the extent that the delay or failure is caused by events beyond DNS’s reasonable control. These may include (for example) failures of HMRC or Companies House systems, widespread internet or IT outages, power cuts, strikes, industrial action, pandemics, government restrictions, natural disasters, war or terrorism. DNS will take reasonable steps to minimise the impact and resume normal service as soon as reasonably practicable.

19. Termination by DNS

DNS may terminate the Agreement by giving one (1) month’s written notice. DNS may terminate immediately where fees remain unpaid, information is withheld, relationships have irretrievably broken down, where professional or regulatory obligations require cessation, or trust has broken down.

20. Consumer Clients (Cooling-Off Period)

If the Client is an individual acting outside their business (a consumer) and the Agreement is concluded at a distance or off-premises, a 14-day cooling-off period may apply. If the Client asks DNS to start work within the cooling-off period and then cancels, fees for work performed up to cancellation remain payable.

21. Changes to These Terms

DNS may update these Terms from time to time, for example to reflect changes in law, regulation, professional rules or our business processes. For business clients, DNS may do this by publishing the updated Terms on its website and notifying the Client by email or via the client portal. If a business client continues to use the services after receiving such notice, the business client will be deemed to have accepted the updated Terms. For consumer clients, DNS will only make changes that are required by law, clearly beneficial or reasonably necessary and proportionate, and will give reasonable notice of any such changes.

22. Complaints Handling

Complaints should be raised with the usual DNS contact. If unresolved, they may be escalated by emailing [email protected] where the feedback team, which includes senior managers responsible for complaints and compliance, will investigate. If unresolved, the matter may be referred to ICAEW.

23. Companies and LLPs – personal responsibility and changes

23.1 Where the Client is a limited company or LLP, the individual who signs the Client Agreement on the Client's behalf also signs in their personal capacity. That individual is personally liable, jointly and severally with the Client, for all fees, charges, costs and other sums due to DNS under the Client Agreement.

23.2 This personal liability is a primary obligation and not only a guarantee. DNS may recover any sum due directly from the signatory without first taking action against the Client.

23.3 The signatory's personal liability continues and is not reduced or released by:

• any change in the Client's directors, members, partners, shareholders, ownership or control;
• the signatory ceasing to be a director, member or partner of the Client;
• the Client's insolvency, administration, liquidation, striking-off or dissolution; or
• any extra time, payment plan or other concession DNS gives the Client.

23.4 The signatory is released from personal liability only when DNS confirms this in writing. Unless DNS states otherwise, the release applies only to sums arising after the date of that confirmation.

23.5 The debt recovery costs and charges in clause 9 and Schedule 1 apply to sums recovered from the signatory in the same way as they apply to the Client.

24. General

DNS may assign or transfer its rights under the Client Agreement (including the right to receive payment of fees) to another DNS group company or to a third party such as a debt collection agency. The Client may not assign or transfer its rights or obligations under the Client Agreement without DNS’s prior written consent. No person other than DNS and the Client has any rights to enforce any term of the Client Agreement under the Contracts (Rights of Third Parties) Act 1999. If any provision of these Terms or the Client Agreement is found to be invalid, unlawful or unenforceable, that provision will be treated as modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect. Formal notices under the Client Agreement may be given by hand, by post or by email to the last contact details notified by each party. Notices sent by email will be treated as received 24 hours after sending (provided no bounce-back is received). Notices sent by post will be treated as received two business days after posting within the UK, or five business days after posting internationally.