
Real Tax Advice for Real Business. No Fluff.
Silicon Tax was founded with a clear mission: to provide ambitious business owners and professionals with the same level of tax expertise that large corporations enjoy delivered with clarity, strategy, and personal attention.
We understand the dynamic interplay of international tax regulations and the evolving legal landscape of the digital economy. We offer bespoke tax advisory services, seamlessly integrated with expert Silicon Law counsel, to provide a truly 360-degree support system for your business and personal financial needs. With a strong presence and deep expertise in critical global markets, we help you optimise your financial structure and navigate cross-border complexities with clarity and confidence.
Integrated Expertise: Tax and Law under one roof for comprehensive, cross-border solutions.
Global Reach: Specialised knowledge and operational presence in key international hubs.
Innovation Focused: Supporting businesses and individuals at the forefront of the digital and innovation economy.
Proactive Solutions: Identifying international opportunities and mitigating multi-jurisdictional risks.
Strategic Tax Advisory: Navigating Global Complexities.
Effective tax planning is crucial for the sustainable growth of any business and the preservation of personal wealth, especially within an interconnected global economy. Our tax advisory services are designed to help you navigate the complexities of national and international tax regulations, ensuring compliance while identifying opportunities for legitimate tax efficiency and wealth preservation across borders. We provide clear, actionable advice, tailored to your specific circumstances and global footprint.
VAT & Indirect Tax
• International VAT/GST registration and compliance.
• Cross-border indirect tax implications for digital services and goods.
• Optimising international VAT recovery.
Compliance & Reporting
Avoid penalties and keep your filings on track. We handle all the small print so you don’t have to.• IRS & HMRC Reporting
• Disclosures & Corrections
• Transfer Pricing
• Regulatory Updates
Strategic Tax Planning
Reduce your tax bill the smart way. We create proactive, year-round tax strategies that evolve with your business.• R&D Credits
• Investment Tax Planning
• Business Structure Optimisation
• Cross-border Planning
Income & Personal Tax
Stay compliant with local and international income tax obligations. We help with self-assessments, tax returns, and personal filings tailored to directors, investors, and business owners• Income Tax
• Property Tax Structuring
• Capital Gains
• Inheritance Tax Planning
• Global Wealth Management and Succession
Corporate & Business Tax
Efficient, client-focused support for business tax compliance, planning, and reporting. You grow, we handle the filings.• Corporate Tax
• HMRC Disclosures
• VAT & Sales Tax
• Digital Services Tax
Expat & US Tax
We specialise in helping US citizens abroad and UK entrepreneurs with US operations. From FBAR to treaty planning we’ve got you covered• FBAR Compliance
• Annual US Tax Returns
• Streamlined Filing Provisions
• Treaty Benefits
Tax-Incentive Investments
These schemes are designed to encourage investment in smaller, higher-risk companies by reducing the investor's income tax liability and offering capital gains tax exemptions. For the business, SEIS or EIS status can make it significantly easier to attract funding from private investors. We provide comprehensive advice and support throughout the application process and beyond• SEIS (Seed Enterprise Investment Scheme)
• EIS (Enterprise Investment Scheme)
International Tax
Operating globally or relocating? We support non-doms, expats, and international teams with UK/US alignment.• Non-Resident & Non-Dom Support
• Foreign Tax Credits
• International Structuring and Planning
• Cross-border Mergers, Acquisitions, and Disposals
• Tax Treaties
Global Reach & Expertise
Navigating the World's Key Markets.
Our deep understanding of diverse regulatory landscapes allows us to provide targeted and effective tax and legal advice, wherever your business or personal interests lie. With significant experience and a robust network, we offer expert guidance in critical global regions, ensuring your operations are compliant and optimised for growth.
United Kingdom (UK): As our home base, we possess in-depth knowledge of the UK's dynamic tax system and its evolving regulatory environment. We assist UK-based businesses and individuals with all aspects of domestic and international tax planning.
United States (US): Navigating the complexities of US federal and state tax laws requires specialist insight. We advise on US inbound and outbound investment, corporate structuring, personal tax obligations for US citizens and residents abroad, and compliance with IRS regulations.
Beyond these core regions, our network and experience enable us to offer strategic insights and coordinate advice for clients operating in other significant international jurisdictions. We leverage our understanding of international tax treaties and cross-border legal principles to deliver truly global solutions.
United Arab Emirates (UAE): The UAE's status as a burgeoning global business hub presents unique opportunities. Our expertise covers corporate tax, VAT, economic substance regulations, and strategies for establishing and operating businesses within its various free zones and mainland jurisdictions.
Our Silicon Law Services
Specialist Legal Counsel for the Innovation Economy: Protection, Compliance, and Growth.
Innovation thrives within a robust legal framework. Our Silicon Law services provide the essential legal guidance and protection your innovation-driven or digital business needs to innovate freely and grow securely, often across international boundaries. From protecting your intellectual property globally to ensuring robust regulatory compliance and providing ongoing legal support, our legal experts offer pragmatic and forward-thinking advice.
Regulatory Compliance & Risk Management: In today's complex global regulatory landscape, compliance is not just a legal requirement; it's a strategic advantage. We empower your business to navigate the intricacies of data protection (e.g., GDPR, CCPA, and emerging global privacy laws), cybersecurity frameworks, and industry-specific regulations across various jurisdictions. We help you proactively identify and mitigate legal risks, ensuring your operations are robust and resilient.
Intellectual Property (IP) Protection & Commercialisation: Your intellectual property is among your most valuable assets in the digital age. Whether it's a groundbreaking invention, a distinctive brand, or creative content, we are here to help you protect and leverage your intellectual property rights across the globe.
Commercial & Technology Contracts: We are a leading legal consultancy specialising in the dynamic intersection of law and technology, providing expert legal counsel to businesses of all sizes, from startups to established enterprises. We help you navigate the complexities of the digital age, including the drafting and negotiation of complex international agreements, software development, SaaS, cloud computing, and IT service agreements, along with licensing agreements and strategic partnerships.
Startup & Venture Capital Law (Global Focus): International company formation and structuring for funding rounds. Cross-border investment rounds (seed, Series A, etc.). Shareholder agreements and corporate governance. Mergers, acquisitions, and disposals in the innovation sector.
Lawyer as a Service (LaaS) Retainer: Our Retainer programme provides you with predictable legal costs, priority access to our experienced team, and proactive legal guidance for your evolving business needs. It's like having an in-house lawyer on speed-dial, offering consistent support for contract review, legal advice, direct client communication, and continuous regulatory compliance and risk management.
Connect with Our Global Team.
Ready to discuss your international tax and silicon law needs? Our team is strategically positioned to provide tailored solutions wherever your business operates. Fill out the form below or reach out directly.
Legal- Privacy Policy
- Terms of Service
- Cookie Policy
- Visit our partner site: Silicon Law
© 2024 Silicon Tax. All rights reserved.
# Privacy PolicyWe respect your privacy and are committed to protecting your personal data. This privacy policy will inform you as to how we look after your personal data and tell you about your privacy rights and how the law protects you.---## Who are we?Depending on the service provided, Silicon Law Limited trading as Silicon Tax ("we", "us" or "our" in this privacy policy) may act as a data processor, a joint data controller or a data controller in our own right to manage and improve the service.If you have any questions about this privacy policy or our privacy practices, please contact our data privacy manager in the following ways:- Full name of legal entity: Silicon Law Limited
- Email address: [email protected]
- Postal address: 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2HYou also have the right to lodge a complaint with us or the Information Commissioner's Office, the supervisory authority for data protection issues in England and Wales. If you are based in the EU you can find your relevant supervisory authority here.---## Do we review this policy?We keep our privacy policy under regular review.It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.---## What are my rights under data protection law?You have the right to:- Request access to your personal data (commonly known as a "data subject access request"). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
- Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
- Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
- Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party), and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling, legitimate grounds to process your information, which override your rights and freedoms.
- Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios:
- If you want us to establish the data's accuracy.
- Where our use of the data is unlawful but you do not want us to erase it.
- Where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims.
- You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
- Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
- Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.---## How do you use my data?- When you contact us either by phone, email, via our 'contact us' page or via social media, we will usually collect your name and contact details because it’s in our legitimate interest to make sure we can properly respond to your query.
- When you create and log into your account we will collect your name, email address, phone number, address, company name and address (if applicable) and your payment details. We collect this in order to take steps to enter into a contract with you and allow you to purchase our services.
- When you sign up to receive our news updates, we will collect your name and email address to provide you with our news updates in line with any preferences you have told us about. When we send you our news updates because you have opted-in to receive them, we rely on your consent to contact you.You can unsubscribe from our updates at any time by responding to any email you receive from us to tell us you wish to unsubscribe or by emailing us.- When you use our website and consent to our use of cookies, we will collect information about how you use our website. We use this information to improve our website and to better understand how people use it. More detail on the information we collect and how we do this is set out in our Cookie Policy.---## Who do you share my data with?- Business partners, suppliers and subcontractors for the performance of the contract we enter into with them or you.
- Service providers acting as processors who provide IT and system administration services.
- Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers who provide consultancy, banking, legal, insurance and accounting services.
- Regulators, Authorities and Enforcement Agencies if we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms of use and other agreements, or to protect the rights, property, or safety of our clients or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection.---## Where do you store my data?We store your data on our servers, which are based both in the UK and outside of the UK.When working with third parties, we may need to transfer your personal data outside of the UK and or EU.Whenever we transfer your personal information outside of the UK and the EU, we ensure it receives additional protection as required by law.---## How long do you keep my data for?We will only retain your personal information for as long as we need it unless we are required to keep it for longer to comply with our legal, accounting or regulatory requirements.In some circumstances, we may carefully anonymise your personal data so that it can no longer be associated with you, and we may use this anonymised information indefinitely without notifying you. We use this anonymised information to improve the way we work and our services.
1. About us.1.1. We are Silicon Law Limited trading as Silicon Tax and Silicon Law, incorporated in England and Wales with registered number 15843339 and Registered office address at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (‘we’, ‘us’ or ‘our’).1.2. For the avoidance of any doubt, we are not a regulated law firm nor are we are regulated or authorised by the Financial Conduct Authority. For this reason, we do not undertake any work that is prescribed to be reserved legal activities under the Legal Services Act 2007, we do not provide any advice, financial or otherwise, relating to investments or financial planning.2. About you.Where we say ‘you’ or ‘you’re’ in these Terms of Business, we mean the client identified in the Engagement Letter and anyone authorised to give instructions on that client’s behalf.3. Our contract with you.3.1. Each time you instruct us on a new matter, we will send you a letter confirming your instructions and setting out the scope of the work we will carry out for you, our fees and individual contact details (“Engagement”). At times, your invoice may fulfil the same purpose. This is called the Engagement Letter. These Terms of Business should be read together with the Engagement Letter—together they form the contract between us.3.2. These Terms of Business shall be read together with the additional terms, which also apply to your use of our services, in the following order of precedence in the event of and to the extent necessary to resolve any conflict:3.2.1. Engagement Letter;
3.2.2. Terms of Business;
3.2.3. Privacy and Cookie Policy.3.3. These Terms of Business (as updated from time to time) apply to all work we do on your behalf. It is an important document—please read and keep it in a safe place for future reference. Your continuing instructions will amount to your acceptance of these Terms of Business. Unless otherwise agreed, these Terms of Business will apply to all future instructions you give us on this or any other matter.4. Your responsibilities.4.1. You shall:4.1.1. Comply with laws and regulations applicable to you and obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable us to provide the services;
4.1.2. Comply with your obligations under the Bribery Act 2010;
4.1.3. Let us know if your details change or about any other changes that may affect the way we deal with you, including any changes that may affect your tax status in any jurisdiction;
4.1.4. Provide all access, information and documents when we ask for them and respond promptly when we ask for instructions or information;
4.1.5. Provide us, our agents, subcontractors, consultants, and employees, in a timely manner and at no charge all necessary information, facilities and support reasonably required for the performance of our obligations under this agreement;
4.1.6. Notify us immediately if you receive any email or other communication purporting to be from us stating that we have changed our bank details or payment arrangements.4.2. You authorise us to approach such third parties as may be appropriate for information that we consider necessary to provide the Services.4.3. You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will return any original documents to you (if requested). Whilst certain documents may legally belong to you we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period.4.4. You are legally responsible for:4.4.1. Ensuring that your self-assessment tax returns are correct and complete;
4.4.2. Submitting all relevant information to us;
4.4.3. Filing any returns by the due date; and
4.4.4. Making payment of tax on time.Failure to do this may lead to automatic penalties, surcharges and/or interest. Taxpayers who sign their returns cannot delegate this legal responsibility to others. You agree to check that returns that we have prepared for you are complete before you approve and sign them.4.5. To enable us to carry out our work you agree:4.5.1. That all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;
4.5.2. To provide full information necessary for dealing with your affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
4.5.3. To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs; and
4.5.4. To provide us with information in sufficient time for your tax return to be completed and submitted by the due date following the end of the tax year.4.6. You will keep us informed of material changes in your circumstances that could affect your tax liability. If you are unsure whether the change is material or not please let us know so that we can assess its significance.4.7. You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.4.8. Our services as set out above are subject to the limitations on our liability set out in these terms.5. Our Services.5.1. The scope of the services we will provide is set out in the Engagement Letter.5.2. We will provide the services to you with reasonable care and skill. However, the nature of the work may mean that it is not possible to guarantee a particular outcome.5.3. We shall use reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time for performance shall not be of the essence of this agreement.5.4. Unless otherwise agreed in writing, our advice and any documents we prepare:5.4.1. are for use only in connection with the specific matter on which we are instructed, can only be relied on by you; and
5.4.2. reflect the law in force at the relevant time.5.5. We will not advise on surveying, valuation, commercial viability, trading or marketability issues.5.6. For each service, its work product, milestone or similar, you shall have five business days to accept or decline it. Unless otherwise agreed, the acceptance shall be deemed after that period ends.5.7. We want to give you the best possible service. However, if at any point you become unhappy or concerned about the service we have provided you should inform us immediately so we can do our best to resolve the problem. In the first instance, it may be helpful to contact the person who is working on your case to discuss your concerns, and we will do our best to resolve any issues. If you would like to make a formal complaint, you can follow our complaints procedure, which is available upon request.6. Our charges and billing.6.1. You are liable to pay charges as set out in the Engagement Letter, which also states the arrangements for billing.6.2. Our invoices become due for payment within 7 days, but always in advance of commencing the work unless otherwise stated in the Engagement Letter and in the currency in which they are submitted.6.3. You shall reimburse us for any approved, reasonable and demonstrable expenses incurred in the course of providing the services.6.4. We reserve the right to claim compensation for late payment pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.6.5. All sums payable under this agreement by you to us shall be deemed to be exclusive of VAT.6.6. We may cease acting for you if any invoice remains unpaid after 30 days or if our reasonable request for a payment on account of costs is not met.6.7. We may increase our charges on an annual basis by the current rate of CPI (Consumer Price Index); however, if at our discretion we increase our charges by more than the rate of CPI, we will provide at least three months' written notice.6.8. Where the payment method is via Direct Debit, we will take place automatically on an agreed date, and we will endeavour to include an invoice for each collection. Cancellation of the Direct Debit payments will not result in the termination of this agreement, which may only be terminated pursuant to its terms. We reserve the right to issue an invoice for the immediate payment by you for the remainder of its charges in the event that the cancelled Direct Debit is not reinstated within five (5) business days. This clause constitutes advance notice of payments to be collected by Direct Debit and confirmation of the Direct Debit Scheme Guarantee (as set out in the Direct Debit Instruction Form).6.9. To comply with anti-money laundering, counter-terrorist financing and counter-proliferation financing requirements, we may ask you for proof of your identity and we may conduct searches or enquiries for this purpose. We may also be required to identify and verify the identity of other persons such as directors or beneficial owners. If you or they do not provide us with the required information promptly, your matter may be delayed.6.10. Subject to clause 7 (‘Our liability to you’), we shall not be liable for any loss arising from or connected with our compliance with any statutory obligation, or reasonable belief we may have, to report matters to the relevant authorities under the provisions of the money laundering, terrorist financing and/or proliferation financing legislation.7. Our liability to you.7.1. Your contract is solely with the Silicon Law Ltd, which has sole legal liability for the work done for you and for any act or omission in the course of that work. No representative, member, director, officer, employee, agent or consultant of any group entity, will have any personal legal liability for any loss or claim.7.2. We are not responsible for any failure to advise or comment on matters falling outside the scope of our instructions, as set out in these Terms of Business and the Engagement Letter.7.3. Our maximum liability to you (or any other party we have agreed may rely on our services) in relation to any single or group of connected instructions under or in connection with the engagement (whether in contract, tort (including negligence), restitution, breach of statutory duty or misrepresentation or otherwise), shall be limited to the lower of (a) £5,000; or (b) 100% of the total charges for the services paid by you to us in respect of the Services in the 12-month period before the liability arises.7.4. If you are a consumer and subject to the limits set out in clause 6.3 at all times, if we breach these terms or are negligent, we are liable to you for foreseeable loss or damage that you suffer as a result. By ‘foreseeable’, we mean that, at the time the contract was made, it was clear that such loss or damage would occur to you, and we both knew that it might reasonably occur as a result of something we did (or failed to do). We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage.7.5. Unless explicitly agreed otherwise, in writing:7.5.1. we do not owe, nor do we accept, any duty to any person other than you; and
7.5.2. we do not accept any liability or responsibility for any consequences arising from reliance on our advice by any person other than you.7.6. We will not be liable for:7.6.1. losses that were not foreseeable to you and us when this contract was formed;
7.6.2. indirect or consequential losses; losses not caused by any breach of contract or tort on the part of the firm; loss of revenue; loss of profit; loss of or corruption to data; loss of use; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill;
7.6.3. losses not caused by any breach on the part of the firm; and
7.6.4. business losses, including losses sustained by any individual not acting for purposes of their trade, business, craft or profession.7.7. Nothing in these Terms of Business shall exclude or restrict our liability in respect of:7.7.1. death or personal injury caused by our negligence;
7.7.2. fraud or fraudulent misrepresentation;
7.7.3. any other losses which cannot be excluded or limited by applicable law.7.8. If the performance of our obligations under this agreement is prevented or delayed by any act or omission on your part, your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.7.9. If you ask us to obtain advice from another firm, that firm will be responsible for the service and advice they provide.8. Intellectual Property.8.1. In relation to any output of the services we provide to you (“Deliverables”):8.1.1. we and our licensors shall retain ownership of all Intellectual Property Rights (as defined below) in the Deliverables, excluding all documents, information, items and materials in any form, whether owned by you or a third party, which you provide to us in connection with the services (“Customer Materials”);
8.1.2. we grant you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this agreement to copy and modify the Deliverables for the purpose of receiving and using the services and the Deliverables in your business; and
8.1.3. you shall not sub-license, assign or otherwise transfer the rights granted in this clause.8.2. In relation to the Customer Materials, you and your licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials, and you grant us a fully paid-up, non-exclusive, royalty-free licence to copy and modify the Customer Materials for the term of this agreement for the purpose of providing the services or for any of our marketing materials.8.3. For the purpose of this clause, “Intellectual Property Rights” mean patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.9. Confidentiality.9.1. We will keep your information confidential unless:9.1.1. you consent to the disclosure of that information;
9.1.2. disclosure of the information is required or permitted by law or regulatory requirements that apply to us; or
9.1.3. these Terms of Business state otherwise.9.2. Examples of organisations we may be required to disclose your information to include:9.2.1. the National Crime Agency;
9.2.2. HMRC
9.2.3. domestic and international tax authorities;
9.2.4. any regulatory authorities.9.3. Unless you instruct us otherwise, email will be our default method of communication. We deploy a range of information security measures, but we cannot guarantee the security of information or documents sent by email. If you do not wish us to communicate information by email, please let us know.
9.4. External organisations such as the Information Commissioner’s Office or Lexcel may conduct audits or quality checks on our practice from time to time. They may wish to audit or quality check your file and related papers for this purpose. We will require that these external organisations maintain confidentiality in relation to any files and papers which are audited or quality-checked.9.5. Your files may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of our business, the acquisition of another business by us or the acquisition of new business.9.6. You shall not, without our prior written consent, at any time from the date of this agreement to the expiry of 36 months after the termination or expiry of this agreement, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor in the provision of the services. Any consent given by us under this clause shall be subject to you paying us a sum equivalent to 30% of the then-current annual remuneration of the employee, consultant or subcontractor.10. Data protection.We take your privacy very seriously. Our privacy policy contains important information on how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data.11. Terminating your instructions.11.1. Please see your Engagement Letter for the details, but unless stated otherwise, these provisions will determine the duration of our engagement:11.2. Fixed Fee. Our engagement shall commence on the date all the parties have signed the Engagement Letter and shall terminate on the delivery of the last Deliverable set out in the Engagement Letter.11.3. Retainer. Our engagement shall commence on the date all the parties have signed the Engagement Letter and shall continue for a period of 12 months (“Initial Period”) and shall continue on an annual basis after that (“Renewal Period”). Either Party may terminate this Agreement for convenience by giving not less than 90 days prior written notice to the other Party, such notice to be effective only on the final day of the Initial Period or each Renewal Period.11.4. Hourly basis. Our engagement shall commence on the date all the parties have signed the Engagement Letter and shall continue for as long as we continue to receive instructions from you. Either Party may terminate this Agreement for convenience by giving not less than 30 days prior written notice to the other Party.11.5. We will only decide to stop acting for you when there is a good reason such as if you fail to comply with the terms of our agreement, act in a dishonest, fraudulent or offensive manner or if you provide us with misleading information. We will give you reasonable notice before we stop acting for you.11.6. If you or we decide that we should stop acting for you, we will charge you for the work we have done. This will be calculated on the basis set out in the Engagement Letter.11.7. We are not responsible for reminding you about important dates and/or any deadlines after our appointment has been terminated.12. General.12.1. Set off. All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).12.2. Waiver. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.12.3. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted under this clause, the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.12.4. Assignment and other dealings. This agreement is personal to you. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.12.5. Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).12.6. Third-party rights. Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.12.7. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.12.8. No partnership or agency. Nothing in this agreement is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.12.9. Notices. Any notice or other communication given to a party under or in connection with this agreement shall be in writing. It shall be delivered by hand or by pre-paid registered and tracked post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).Any notice or communication shall be deemed to have been received:12.9.1. if delivered by hand, at the time the notice is left at the proper address;
12.9.2. if sent by post next working day delivery service, at 9.00 am on the second Business Day after posting.This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.12.10. Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.12.11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.12.12. If you are a consumer, we agree that the courts of England and Wales will have exclusive jurisdiction, except that if you are a resident of Northern Ireland, you may also bring proceedings in Northern Ireland. If you are a resident of Scotland, you may also bring proceedings in Scotland.