GENERAL TERMS OF ENGAGEMENT

The following terms of business apply to all engagements accepted by Acoscan Limited, a company registered in Ireland (company no. 750828). Acoscan Limited trades under the legal names Acoscan and Saverstop for various services. All work is carried out in accordance with these terms unless explicitly altered in writing.

1. Applicable Law 

1.1 These terms of engagement and any related schedules are governed by Irish law and will be construed in accordance with it.

1.2 The courts of the Republic of Ireland shall have exclusive jurisdiction over any claim, dispute, or matter arising from these terms of engagement.

1.3 Each party irrevocably waives the right to object to any action being brought in the Irish courts, claim an inappropriate forum, or argue that the courts do not have jurisdiction.

2. Client Identification and Anti-Money Laundering (AML) Compliance

2.1 In compliance with Irish anti-money laundering legislation, we are required to identify and verify clients. We may request information and documentation, and conduct database searches to satisfy these requirements.

2.2 External accountants and tax advisers are subject to the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018. In accordance with this legislation, we may be required to make disclosures without notifying you, due to “tipping off” restrictions.

3. Criminal Law Reporting Obligations 

3.1 Under Section 59 of the Criminal Justice (Theft and Fraud Offences) Act 2001, we must report to An Garda Síochána if we suspect certain offences by a client or its employees.

3.2 Under the Criminal Justice Act 2011, we have a duty to report certain offences as outlined in its schedules.

3.3 Where relevant, we must report material tax offences to the Company’s directors, requesting rectification within six months. Failure to do so may result in us ceasing to act for the Company.

4. Client Monies

4.1 We do not hold monies on behalf of clients.

5. Non-Investment Business Commissions or Other Benefits

5.1 In certain circumstances, we may receive commissions for introductions to other professionals or from transactions arranged for you. You consent to our retaining these commissions, which we will disclose in writing, detailing terms of payment and amounts.

6. Confidentiality

6.1 We will maintain the confidentiality of any information you provide unless required by law, insurers, or professional regulations to disclose it.

7. Conflicts of Interest

7.1 We will inform you if we become aware of any conflict of interest unless confidentiality obligations prevent us from doing so.

7.2 Should a conflict arise, we will implement safeguards as per professional standards to protect your interests.

8. Data Protection

8.1 Both parties must comply with all applicable Data Protection Legislation, including the General Data Protection Regulation (GDPR).

8.2 We act as a data controller for our own purposes and a data processor for the Company’s personal data as set out in our Terms of Engagement.

8.3 The Company must ensure that appropriate consents and notices are in place to facilitate lawful data transfer to us.

9. Electronic Communication

9.1 We may communicate with you electronically unless you instruct us otherwise. However, we cannot guarantee the security or timeliness of such communications.

10. Fees and Payment Terms 

10.1 Our fees depend on time spent, skill level, and complexity, and include VAT where applicable.

10.2 We may provide estimates or fixed fees, which are subject to review in the case of unforeseen circumstances.

10.3 Invoices are normally rendered monthly, with payment due upon receipt, unless otherwise agreed.

10.4 We reserve the right to charge interest on late payments at Euribor plus 12%.

11. Quality of Service

11.1 We aim to provide a high-quality service, with Andrew Doherty overseeing this commitment. Any complaints will be handled promptly and fairly.

12. Intellectual Property Rights and Use of Our Name

12.1 - We retain all intellectual property rights in any document or other materials prepared by us during the course of carrying out the engagement.

12.2 - You are not permitted to use our advice, name, or trademarks in any statement or document unless our prior written consent has been obtained, except where such statements or documents are required to be made public in accordance with applicable law.

13. Severability 

13.1 - If any provision (or part of a provision) of these terms of engagement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

14. Internal Disputes within the Company

14.1 - In the event of a dispute between the directors, shareholders, or other parties connected with the ownership and management of the Company, the directors acknowledge that our client is the Company. We will not provide information or services to any party without the express knowledge and permission of all parties involved. Unless otherwise agreed, we will continue to supply information to the registered office for the attention of the directors. If conflicting advice or instructions are received from different directors, we will refer the matter back to the board and take no further action until a unified decision is made.

15. Limitation of Liability 

15.1 - We shall not accept responsibility if you act on advice previously given by us without confirming whether the advice is still valid in light of changes in the law or your circumstances. We accept no liability for losses arising from changes in the law or its interpretation after the date of our advice.

15.2 - We will perform the engagement with reasonable skill and care. Unless otherwise prohibited by law, our aggregate liability in respect of services provided to you shall be limited to five times the fees paid by you prior to the relevant claim arising.

15.3 - We shall not be liable for any loss of profits, business, goodwill, or other indirect, special, or consequential losses, or for any loss of data, revenue, or pure economic loss arising from the engagement.

16. Termination of Engagement

16.1 - We reserve the right to terminate the engagement at any time, with immediate effect, by providing written notice to the Company.

16.2 - Upon termination, we will endeavour to agree with you the completion of any ongoing work, unless required by legal or regulatory reasons to cease immediately. In such cases, we will not carry out any further work and will not be held liable for any consequences arising from the termination.

17. Professional Rules and Statutory Obligations

17.1 - We will act in accordance with the Bye-laws, Regulations, and Code of Ethics of the Institute, and our instructions are accepted on this basis. You authorize us to correct any errors made by Revenue, if we become aware of them. We shall not be liable for any loss, damage, or cost arising from compliance with statutory or regulatory obligations.

18. Reliance on Advice

18.1 - Any report, advice, or material prepared by us is for your sole use unless otherwise expressly stated. We accept no responsibility to third parties for any work or advice shared without our consent.

18.2 - We endeavour to provide written advice on significant matters. Oral advice is not intended to be relied upon unless confirmed in writing.

19. Retention of Papers

19.1 - We may collect information relevant to the Company’s affairs during our engagement. Original documents will be returned upon completion, but you are legally responsible for retaining documents related to your financial affairs, including tax documents, for six years.

19.2 - We intend to destroy documents older than seven years unless they are of continuing significance. If you require longer retention, you must inform us in writing.

19.3 - All engagement files and working papers remain the property of the Firm. We will follow our internal retention and destruction policy unless otherwise required.

20. Timing of Our Services

20.1 - If information is provided to us on time, we will perform the work within a reasonable period to meet any regulatory deadlines. We shall not be held liable for any penalties or additional costs arising from delays.

21. Fair Usage Policy

21.1 - We reserve the right to adjust fees for clients who use our service excessively. This applies to clients who make unnecessary requests, ask an unreasonable number of questions, or raise unrelated queries. We take into consideration that new clients may require additional support.

 

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22. Nominee Company Secretary

22.1 - This is an annual subscription service that can be canceled at any time.

22.2 - Upon cancellation, it is the company’s responsibility to appoint a new company secretary and notify the CRO of the changes. All associated costs are borne by the company.

22.3 - Renewal reminders will be sent two months before the renewal date.

22.4 - If the subscription fee is not paid within one month of the renewal date, we will notify the CRO of our resignation as company secretary.

22.5 - The service includes countersigning incorporation documents, annual returns, and documents required for opening a bank account. Other documents are subject to an additional fee.

22.6 - This service does not include preparing filings or providing company secretarial advice.

 

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23. Registered Address Service

23.1 - The registered office and mail forwarding service will be provided from Clonmel, Co. Tipperary.

23.2 - Mail will be scanned and sent to your email. Physical mail forwarding is available at cost plus 40%.

23.3 - The registered address can be used on business correspondence.

23.4 - The address cannot be used for storing stock or inventory.

23.5 - This is an annual subscription service.

23.6 - Upon cancellation, it is the company’s responsibility to notify the CRO of any changes in the registered address.

23.7 - Renewal reminders will be sent two months before the renewal date.

23.8 - If the subscription fee is not settled one month after the renewal date, we will notify the CRO of changes.

 

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24. Contractor Accounting Package

24.1 - The client will ensure the company maintains the following corporate structure at all times during the service period:

The company will have only one director who will be the sole shareholder.

The company will not have a corporate shareholder.

The company will not have subsidiaries.

The company and the director will be tax resident in Ireland for the full service period.

Modifications required to the corporate structure do not form part of this package and will require a separate engagement and fees.

24.2 - The number of company transactions that Acoscan Limited processes per month is limited to a maximum of ten. A transaction is defined as any entry in the accounting system, such as bank account transactions, expenses, payroll entries, and sales invoices. If the number of transactions exceeds 10 in any month, the client will be upgraded to the appropriate package based on the number of transactions.

24.3 - The number of sales invoices per month is limited to one. The company will supply services only to Irish VAT-registered entities. The client to issue all sales invoices through the provided bookkeeping software. The total value of annual net sales should not exceed the limit.

24.4 - The company will not hold assets including:

(a) Land and Buildings

(b) Motor Vehicles

(c) Investments

(d) The company will not be party to a loan, except for director loans.

24.5 - All documents required for bookkeeping must be uploaded to the shared drive provided by Acoscan Limited at least 15 days before the VAT filing deadline.

24.6 - Payroll will be processed once per month for the sole director only.

24.7 - If the client does not conform to these terms and conditions, Acoscan Limited reserves the right to retroactively upgrade the client to the appropriate service package and recover any fee differences.

24.8 - The minimum period for the Ongoing Accounting Package is 3 months. If the client ceases the package before this period, they are liable for unpaid fees. Written notification must be provided to support@saverstop.ie to terminate the service after the minimum period. The client remains responsible for any outstanding filings and must cease using Acoscan Limited's Nominee Company Secretary and Registered Address.

24.9 - Advisory services are not part of this package. Any request for advisory services will be invoiced separately at a rate dependent on the level of expertise required.

 

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25. Startup Accounting Package - Basic

25.1 - The client will maintain the following corporate structure during the service period:

The company will have a maximum of two directors, who will be the only shareholders.

No corporate shareholders or subsidiaries.

The company and the directors will remain tax resident in Ireland.

25.2 - Acoscan will process a maximum of 20 company transactions per month. Each entry in the accounting system is considered a transaction. If this limit is exceeded, the client will be upgraded to a suitable package.

25.3 - Sales invoices must be issued from the bookkeeping software provided, and the annual net sales value must not exceed €200,000.

25.4 - The company will not hold assets including:

(a) Land and Buildings

(b) Motor Vehicles

(c) Investments

(D) No loans will be undertaken by the company except for director loans.

25.5 - Documents required for bookkeeping must be uploaded to the shared drive at least 7 days before the VAT filing deadline.

25.6 - Payroll will be processed once per month for up to 3 directors/employees per year.

25.7 - Non-conformance with these terms will result in a retroactive upgrade to the appropriate package, with any fee differences recovered.

25.8 - The minimum service period is 3 months. If the package is ceased early, any outstanding fees must be paid. The client may cancel the service after 3 months by notifying support@saverstop.ie. The client is responsible for any outstanding filings and must cease using Acoscan's Nominee Company Secretary and Registered Address.

25.9 - The client is responsible for updating their registered address and ensuring the removal of Acoscan's nominee services with the Companies Registration Office and Revenue Commissioners.

25.10 - Advisory services are not included in this package. Requests for advice will be invoiced separately based on the expertise required.

 

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26. Dormant Company Package

26.1 A dormant company is defined as one that has not engaged in employment, trading, investment, or commercial activities during a specific period. The company’s liabilities should be limited to director loans and cash at the bank.

While dormant, companies must still comply with certain provisions of the Companies Act, including filing annual returns and maintaining adequate records.

26.2 Dormant companies can be reactivated if they resume business activities. However, failure to meet obligations while dormant could result in the company being struck off the register.

26.3 Our one-time service charge for filing annual dormant returns is €400, exclusive of VAT.

 

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27. For newly established companies - special discounted service 

27.1 For newly established companies with no initial operations (employment, trading, investment, or commercial activities), we offer a special discounted service package valid for 6 months. It is the director’s responsibility to inform us in advance if the company qualifies as dormant or non-trading.

27.2 The package will automatically be upgraded to standard rates once the company begins operations or engages in commercial activities.