Standard Terms of Business
Douglas Home & Co
The purpose of this schedule is to set out the standard terms of business that apply to all engagements accepted. All work carried out is subject to these terms except where changes are expressly agreed in writing.
These standard terms of business are applicable to all types of entities (e.g. companies, LLPs, charities, friendly societies, academies, pension schemes, etc.). Any reference therefore to ‘director’ or ‘company’ should be interpreted as appropriate for the entity type (e.g. partner, trustee, governor, charity, LLP, etc.)
1 Professional Obligations
1.1 As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional registrations, including audit registration where applicable, are available from our main office.
1.2 We will observe and act in accordance with the byelaws and regulations of our professional body (The Institute of Chartered Accountants of Scotland) together with their code of ethics. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue & Customs where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
1.3 We confirm that we are statutory auditors eligible to conduct audits under the Companies Act 2006 and registered to carry out audit work in the UK by ICAS. When conducting audit work, we are required to comply with the Ethical and Auditing Standards issued by the FRC and we are also required to comply with the ICAS Audit Regulations and Guidance.
Professional indemnity insurance
1.4 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Arch Insurance (UK) Ltd, 5th Floor, Plantation Place South, 60 Great Tower Street, London, EC3R 5AZ.
Provision of probate-type services
1.5 We are not licensed or authorised for the reserved legal activity of non-contentious probate. Consequently, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by the ICAS Probate Compensation Scheme and you will not have access to the Legal Ombudsman.
2 Investment Services
2.1 As we are not authorised by the Financial Conduct Authority, we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by the Institute of Chartered Accountants of Scotland, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.
2.2 Such advice may include:
- advise you on investments generally, but not recommend a particular investment or type of investment;
- refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000;
- advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
- advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
- assist you in making arrangements for transactions in investments in certain circumstances; and
- manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.
2.3 For corporate clients we may also, on the understanding that the shares or other securities of the company are not publicly traded:
- advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations;
- arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
- arrange for the issue of new shares; and
- act as the addressee to receive confirmation of acceptance of offer documents etc.
2.4 In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.
3 Commissions or Other Benefits
3.1 In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of transactions we or such associates arrange for you, in which case you will be notified in writing of the amount and terms of payment. If we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts.
4 Client Monies
4.1 We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants of Scotland.
4.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf, in our main client account, in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by the Royal Bank of Scotland Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
4.3 If the total sum of money held on your behalf is over £5,000 and would give rise to a significant amount of interest or is likely to do so, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
4.4 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.
5.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff, including sub-contractors or consultants where necessary, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.
5.2 If it is necessary to carry out work outside the responsibilities agreed with you for each service, we will advise you in advance. Any additional work will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.
5.3 Invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due. We reserve the right not to pay disbursements on your behalf unless payment has been made in advance.
5.4 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly Direct Debit. These Direct Debits will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved, we would be grateful if you would agree to pay an amount to us on a regular basis. Any interim or additional fees not included in the Direct Debit arrangement, will need to be settled in full and in accordance with 5.3. Any change to your monthly Direct Debit payment, will be notified in advance.
5.5 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you, having given written notice if payment of any fees billed is unduly delayed. We accept settlement of fees by certain credit cards.
5.6 For companies, as directors you guarantee to personally pay any fees (including disbursements) for services provided to the company that the company is unable to pay. This clause shall become effective in the event of a receiver or liquidator being appointed to the company or the company otherwise being wound-up.
5.7 In the event that we cease to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.
5.8 Insofar as we are permitted to do so by law or by professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
6 Retention of and Access to Records
6.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation /audit of your financial statements/returns. You should retain these records for 6 years from the 31 January following the end of the tax year to which they relate. You should retain them for longer if HMRC enquire into your tax return.
6.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document, you must notify us of that fact in writing.
6.3 If we resign or are asked to resign, we will return any original documents or documents that legally belong to you on request, subject to any right of lien that we may have. If you fail to collect such records within six months from the date of our disengagement letter, you agree that we are no longer responsible for their safekeeping and that we may destroy documents and records that we hold.
7 Conflicts of Interest and Independence
7.1 We reserve the right during and after our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to 8 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
7.2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the code of ethics of our professional body.
7.3 If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the registered office or normal place of business for the attention of the directors, partners or trustees. If conflicting advice, information or instructions are received from different parties in the business, we will refer the matter back and take no further action until the parties have agreed the action to be taken.
8.1 Unless we are authorised by you to disclose information on your behalf, we confirm that where you give us confidential information, we will at all times during and after this engagement keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.
8.2 You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
8.3 In addition, if we act for other clients whose interest are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams and separate arrangements for storage of and access to information.
8.4 You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
8.5 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
8.6 We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by confidential terms equivalent to an employee.
9 Quality Control
9.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.
Dealing with HM Revenue & Customs
9.2 When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, see www.gov.uk/government/publications/hmrc-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.
9.3 We will take account of the steps and checks suggested by HMRC in their ‘Agent Toolkits’. While use of the Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the Toolkits so that, in the unlikely event that HMRC consider any of your tax returns with which we assist to be inaccurate, we will be able to help you demonstrate to HMRC that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed. To further reduce the possibility of an inaccuracy penalty, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations and for acting on any advice that we give you.
10 Help Us to Give You the Right Service
10.1 We are committed to providing you with a high-quality service that is both efficient and effective. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by contacting your principal contact at the firm.
10.2 We will promptly consider any complaint and do all we can to explain the position to you. We will acknowledge your letter within five working days of its receipt and endeavour to deal with your complaint within eight weeks. If we do not answer your complaint to your satisfaction, you may of course take up the matter with our professional body.
11 Applicable Law
11.1 Our engagement letter, the schedules of services and our standard terms and conditions of business are governed by and construed in accordance with Scottish law. Each party agrees that the Courts will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.
11.2 If any provision in this Standard Terms of Business or any associated engagement schedules, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.
12 Changes in the Law
12.1 We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or your circumstances.
12.2 We will accept no liability for losses arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given.
13 Electronic & Other Communication
13.1 Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
13.2 With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus scanning software to reduce the risk or viruses and similar damaging items being transmitted in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by paper mail, other than when electronic submission is mandatory.
13.3 Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day the document was sent.
14 Data Protection Act 2018
14.1 In this clause the following definitions shall apply:
- Client Personal Data means any personal data provided by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you.
- Data Protection Legislation means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time. Controller, Data Subject, Personal Data and Process shall have the meanings given to them in the data protection legislation.
- UK GDPR means the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 which merge and the previous requirements of the Data Protection Act with the requirements of the General Data Protection Regulation (EU 2016/679) and PECR means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003)
14.2 We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the Data Protection Legislation in respect of the client personal data.
14.3 You shall only disclose client personal data to us where:
- You have provided the necessary information to the relevant data subjects regarding its use (you may use or refer to our privacy notice available at dhco.co.uk)
- You have a lawful basis on which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent and you have complied with the necessary requirements under the data protection legislation to enable you to do so.
14.4 We shall only process client personal data:
- In order to provide our services to you and perform any other obligations in accordance with our engagement with you.
- In order to comply with our legal or regulatory obligations.
- Where it is necessary for the purposes of our legitimate interests and those interest are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at dhco.co.uk) contains further details as to how we may process client personal data.
14.5 For the purpose of providing our services to you, we may disclose the client personal data to our regulatory bodies or other third parties (for example our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the UK. We will only disclose personal data to a third party (including a third party outside the UK) provided that the transfer is undertaken in compliance with the Data Protection Legislation.
14.6 We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investments in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.
14.7 We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.
14.8 In respect of the client personal data that we are legally permitted to hold, we shall promptly notify you in the even that:
- We receive a request, from or on behalf or a relevant data subject, to exercise their data subject rights under the Data Protection Legislation or complaint or any adverse correspondence, in respect of our processing of their personal data.
- We are served with an information, enforcement or assessment notice (or any similar notices) or receive any other material communication in respect of our processing of the client personal data from the Information Commissioner’s Office or any other supervisory authority.
- We reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of the client personal data.
14.9 Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the Data Protection Legislation in respect of the services provided to you in accordance with our engagement letter.
15 Limitation of Third-Party Rights
15.1 The advice we give you as part of our service is for your sole use and not for any third party to whom you may communicate it, unless we have expressly agreed in the engagement letter that a specific third party may rely on our work.
15.2 We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms, and no rights or benefits are conferred on any third party under the Contracts (Third Party Rights) (Scotland) Act 2017.
16 Anti-Money Laundering Regulations
16.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2019 to:
- maintain identification procedures for clients and beneficial owners of clients;
- maintain records of identification evidence and the work undertaken for the client; and
- report, in accordance with the relevant legislation and regulations.
16.2 We are required to identify our clients for the purposes of the UK Anti-Money Laundering Legislation. We may request from you and retain such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
16.3 If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow Anti-Money Laundering Regulations, including if you accept or make high value cash payments of £10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.
16.4 Any personal data received from you to comply with our obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering, terrorist funding or proliferation financing. No other use will be made of this personal data unless use of the data is permitted by law or under enactment other than the MLR 2017 or UK GDPR or we have obtained the consent of the data subject to the proposed use of the data.
16.5 We are required to retain the information verification for five years after any business relationship or transaction has ended. We have procedures in place to ensure these details are retained and destroyed securely.
16.6 We have a duty under the Proceeds of Crime Act 2002, s. 330 to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
16.7 The offence of money laundering is defined by the Proceeds of Crime Act 2002, s. 340(11) and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include (but not limited to) such crimes as:
- deliberate tax evasion;
- deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
- fraudulent claiming of benefits or grants; or
- obtaining a contract through bribery.
16.8 We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.
16.9 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.
16.10 Payroll clients are responsible for verifying the existence of employees when joining their payroll and for verifying that they are eligible to work in the UK.
17 Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards
17.1 Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.
17.2 However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.
18 Period of Engagement & Termination
18.1 Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.
18.2 We will provide services as outlined in this letter with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.
18.3 You will not hold us, our (principal(s)/director(s)) and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.
18.4 Each of us may terminate our agreement by giving not less than 21 days notice in writing to the other party except if you fail to co-operate with us or we have reason to believe that you have provides us (or HMRC) with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrues to either of us before termination.
18.5 We reserve the right to terminate the engagement letter between us with immediate effect in the event of your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.
18.6 In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we will not be required to carry out further work and shall not be responsible for liable for any consequences arising from termination.
19 Use of our Name in Statements or Documents Issued by You
19.1 You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.
20 Reliance on Advice
20.1 We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing. Advice is valid as at the date it was given.
21.1 If any provision of our engagement letter or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in any way. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
22 Provision of Cloud-based Services
22.1 Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business above (i.e. Our fees (5), Confidentiality (8), Internet Communication (13), Data Protection Act 2018 (14) and General limitation of liability (18)).
22.2 The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.
22.3 The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them to help ensure that normal service is resumed as soon as possible.