Terms of Engagement

1. Scope of services

The specific services we will provide, and any limitations or additional assumptions, will be described in our engagement letter or proposal which should be read together with these Terms of Engagement.

Unless expressly agreed otherwise in writing, our services are limited to accountancy and bookkeeping services and related support. We do not provide legal, investment, or regulated financial advice.

2. Your responsibilities

You are responsible for:

• Providing complete, accurate, and timely information and explanations necessary for us to perform our work.
• Maintaining appropriate internal controls and oversight over your business, systems, and records.
• Reviewing any outputs, reports, or returns we prepare and bringing any concerns to our attention promptly.
• Ensuring you meet your own legal, regulatory, and filing obligations in the jurisdictions relevant to you.

Our work is dependent on the quality of the information and explanations you supply. We will not be responsible for any consequences arising from inaccurate, incomplete, or late information.

3. Our responsibilities

We will perform our services with reasonable skill and care and in accordance with the engagement letter and applicable professional standards relevant to the work agreed.

Unless specifically agreed, our work does not constitute an audit, review, or assurance engagement and should not be relied upon as such. We will not express an audit opinion or provide assurance on financial statements unless this is explicitly set out in our engagement.

4. Fees and payment

Our fees will normally be agreed in advance, either as a fixed fee, a recurring fee (for example, monthly), or as a time-based fee according to our standard hourly rates.

Unless stated otherwise:

• Fees are exclusive of any applicable taxes, which will be added where required.
• Invoices are payable within the payment terms set out on the invoice or engagement letter.
• We reserve the right to charge interest or to suspend work where invoices remain unpaid beyond the agreed terms.

5. Confidentiality

We will keep your information confidential and will not disclose it to third parties except:

• Where necessary to provide our services (for example to our staff, contractors, or service providers),
• Where you have given your consent, or
• Where disclosure is required or permitted by law, regulation, or professional obligations.

We may use secure third-party tools and cloud services to store and process information. We aim to select providers that offer appropriate safeguards for confidentiality and data protection.

6. Data protection

In providing our services we may process personal information on your behalf and about your staff, customers, or other individuals. Our handling of personal information is described in more detail in our Privacy Policy.

Where we act as a data controller, we do so in accordance with applicable data protection laws. Where we act as a data processor on your behalf, the roles and responsibilities may be further set out in our engagement letter or a separate data processing agreement, where appropriate.

7. Use of third-party software and cloud services

We may use third-party software, cloud accounting platforms, and document storage services in the course of providing our services. You agree that we may use such tools for your engagement, subject to our obligations of confidentiality and data protection.

The terms of use and service levels of these third-party providers are governed by their own contracts. While we take reasonable care in selecting such providers, we are not responsible for interruptions, errors, or data loss arising from failures of third-party systems, provided we have acted with reasonable skill and care.

8. Limitation of liability

To the extent permitted by law, our liability to you for any loss or damage arising out of or in connection with our services shall be limited to a reasonable amount having regard to the nature of the engagement, our fees, and the level of risk involved.

We will not be liable for:

• Loss of profit, revenue, business, or goodwill, or
• Any indirect or consequential loss or damage,

in each case arising in connection with our services, even if such loss or damage was reasonably foreseeable.

Nothing in these Terms of Engagement seeks to exclude or limit any liability that cannot legally be excluded or limited.

9. Reliance and third parties

Our services are provided solely for your benefit and for the purposes set out in the engagement letter. Unless we agree otherwise in writing, no other person is entitled to rely on our work or advice for any purpose.

You agree not to provide copies of our reports, advice, or other deliverables to any third party, or to refer to us or our work in any public document, without our prior written consent (unless required by law or regulation).

10. Term and termination

The engagement will start on the date specified in the engagement letter and will continue until completed or terminated in accordance with this section.

Either you or we may terminate the engagement by giving reasonable written notice, subject to any minimum term or notice period stated in the engagement letter.

On termination, you will pay our fees for work carried out up to the termination date and any unavoidable costs we incur as a result of the termination. We may retain copies of information we reasonably need for our records or to comply with legal or professional obligations.

11. Conflicts of interest

We aim to identify and manage potential conflicts of interest. If a conflict arises or becomes apparent, we will discuss it with you and agree how best to proceed. In some cases, this may mean we are unable to continue acting for you or for another client.

12. Communication

We may communicate with you by email or other electronic means. While we take reasonable precautions, electronic communication cannot be guaranteed to be secure or free from error or viruses.

By engaging us, you accept the risks associated with electronic communication. If you prefer us not to use email for certain matters, please let us know in writing.

13. Governing law and disputes

These Terms of Engagement and any disputes or claims arising out of or in connection with our services shall be governed by and interpreted in accordance with the laws specified in your engagement letter, and any disputes shall be subject to the exclusive or non-exclusive jurisdiction of the courts stated in that letter.

14. Changes to these terms

We may update these Terms of Engagement from time to time. The version in force at the time of our engagement, or as subsequently agreed with you in writing, will apply to the services provided.

We will let you know of any material changes where they are relevant to an ongoing engagement.

15. Contact

If you have any questions about these Terms of Engagement, please contact:

Navarra & Co.
Email: aga@navarra.gi