Last updated: 19/08/2026
At a glance:
1.1 These Terms of Business together with any letter which we may send you confirming your appointment to us and outlining your matter (together the “Engagement Terms”) form the contract between you and RCK Partners (RCK). In the case of any inconsistent or incompatible provisions, the Engagement Letter takes precedence.
1.2 In these Engagement Terms ‘RCK’ or ‘we’shall mean RCK Partners Limited a company registered in England and Wales (12396021)with registered address at 70 Gracechurch Street, London, England, EC3V 0HR, any associated companies and, in all relevant cases, any successors or assignee.
1.3 The expressions ‘you’ or ‘your’ refer to you, our Client.
1.4 These Engagement Terms are subject to change from time to time and are correct at the time of issue 19/08/2026.
2.1 The Client seeks to instruct RCK for various Services in accordance with the terms set out in this Agreement.
2.2 Any service or performance dates given by RCK are given in good faith but are estimates only and time shall not be ofthe essence in respect of them. RCK will use its reasonable endeavours to meet such dates but will not be liable for any costs resulting from delays.
3.1 The Client will be invoiced at the shorter of; 10 days from the submission of a Corporation Tax Return or 15 days from the delivery of Services, where relevant, details of which are outlined in your Engagement Letter.
3.2 The Client shall confirm, in writing, within 24 hours of the amended return being filed.
3.3 The Client shall pay the Fee due to RCK in full, within 5 days from the date of the Invoice for those Services.
3.4 Where the Fee is not paid by the Client to RCK in full before the due date, the Client agrees that it is liable to RCKfor the following additional fees:
4.1 Neither Party shall not use or disclose to any person either during or at any time after the termination or expiry ofthis Agreement any confidential information, including about the business or affairs of the Client or any other company in its group or any of its business contacts, or about any other confidential matters which may come to a parties’ knowledge in the course of providing the Services.
4.2 The restriction in clause 4.1 does not apply to:
4.3 All documents, manuals, hardware and software provided for use by the Client, and any data or documents(including copies) produced, maintained or stored on the Client's computer systems or other electronic equipment (including mobile phones if provided by the Client), remain the property of the Client.
5.1 From time to time, RCK may process personal data in the course of an engagement with the Client.
5.2 The Parties agree that RCK may operate as the controller of personal data and collect and process information relating to the Client (which might be via automated means) in accordance with RCK’s privacy policy, a copy of which can be found here RCK Partners Privacy Policy.
5.3 Each Party shall acknowledge and comply with its respective obligations under all Data Protection Legislation in connection with this Agreement.
6.1 We may use artificial intelligence (AI) technology, including generative AI, for the purpose of performing the Services in accordance with this Agreement. We will use our reasonable endeavours to ensure that the technology meets the standards that are consistent with our legal and professional obligations, including in relation to confidentiality, privacy, and data protection.
6.2 The Parties shall not use, or permit, authorise, assist or facilitate any third party to use any Client data to train, retrain, test, evaluate, improve or otherwise develop any AI technology.
7.1 All Intellectual Property Rights in any of RCK’s documentation to be used by either Party in the performance of the Services shall be the sole and absolute property of RCK or its third-party licensors.
7.2 All Intellectual Property Rights in any of the Client’s documentation to be used by RCK in the performance of the Services shall be the sole and absolute property of the Client or its third-party licensors.
7.3 RCK retains all Intellectual Property Rights in any work RCK creates.
8.1 Either Party may terminate this agreement in writing upon expiry of the Initial Term (as referred to in the Engagement Letter). The termination date is therefore two business days from the date of delivery of that notice if by letter, or the date of the email is sent as such.
8.2 Upon expiry of the Initial Term, this Agreement will automatically renew for the Client’s next Accounting Period on a rolling basis, unless otherwise notified in writing, by either Party, before the commencement of any Services by RCK.
8.3 If the Agreement has automatically renewed for the Client’s next accounting period, either Party can terminate the Agreement provided the termination is in writing and supplied sooner than 3 months after the year end of the client’s next accounting period.
8.4 Either Party may terminate this Agreement at any time on giving written notice to the other Party if the other Party:
8.5 Where the Client terminates this Agreement after RCK has completed any Service for that accounting period, RCK reserves the right to charge for any Service undertaken.
8.6 In the event that RCK is unable to identify any Tax Benefit, then the agreement may be terminated in writing at any point within the Initial Term.
8.7 Termination or expiry of this Agreement shall not affect the rights or liabilities of either Party.
9.1 Any Client property in RCK’s possession and any original or copy documents obtained by RCK in the course of providing the Services shall be returned to the Client at any time on request and in any event on or before the termination of this agreement.
9.2 At the Client’s request the Client may request that RCK irretrievably deletes any information relating to the business of the Client or any other company in its group stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in RCK’s possession or control outside the premises of the Client.
10.1 RCK warrants and represents that:
10.2 The Client warrants and represents that:
11.1 Subject to clauses 11.2 and 11.4, the total aggregate Liability for all claims of any kind owed to the Client by RCK is limited to the value of the total Fee (exclusive of VAT, tariffs, duties and any other taxes) for each Accounting Period owed by the Client to RCK.
11.2 Not withstanding any other provision of this Agreement, but subject toclause 11.4, RCK shall have no Liability to the Client, whether incontract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement or otherwise for any:
11.3 The parties agree that each of the sub-clauses in clause 11.2 and each of the sub-paragraphs 11.2.1 (a) to 11.2.1 (g) in sub-clause 11.2.1 constitute separate terms and the introductory wording of clause 11.2 shall be applied to each of them separately. If there is any claim or finding that any such individual sub-clause or sub-paragraph is unenforceable for any reason, such unenforceability shall not affect any other provision within clause 11.2 or otherwise.
11.4 RCK’s Liability shall not be limited or excluded by any provision of this Agreement or otherwise to the extent prohibited or limited by law and in particular nothing shall exclude or limits Liability for death or personal injury caused by its negligence to the extent prohibited by law or for RCK’s fraudulent misrepresentation or its other fraud.
11.5 RCK’s obligations regarding the standards for and quality of the Services are only as set out in the express terms of this Agreement. All other duties, warranties, conditions, terms and liabilities in respect of the quality of the Services or any goods supplied that are imposed on the Supplier by law (including without limitation terms implied by statute, common law or otherwise) are excluded except to the extent such exclusion is prohibited or limited by law.
11.6 For the relevant Services, should raise an enquiry before the closure of the statutory enquiry window for the relevant accounting period, RCK shall:
12.1 This Agreement may only be varied by a document signed by both Parties in writing.
13.1 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.
13.2 Each Party to an Agreement acknowledges and agrees that:
13.3 Nothing in paragraphs 13.1 or 13.2 shall, however, operate to limit or exclude any Liability for fraud or fraudulent misrepresentation.
14.1 RCK shall not be liable (and shall not be in breach) for any delay in or failure to perform its obligations under this Agreement if such delay or failure results from circumstances beyond its reasonable control, including but not limited to strikes, lockouts or other industrial action (whether involving the workforce of RCK or of any other party), acts of God, epidemics, pandemics, civil emergencies, war, riot, civil commotion, acts of terrorism, theft, malicious damage, compliance with any law or governmental order, rule, regulation or direction, judgment or court order or export or import restriction, failure of any government or public authority to grant a necessary licence or consent, accident, failure or breakdown of plant, machinery, systems or vehicles, natural disasters, fire, flood, extreme weather conditions, power failure, failure of telecommunications networks, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections or default of suppliers or sub-contractors (“Force Majeure Event”) and any timescales or dates for performance of such obligations shall be extended to take account of the impact of the Force Majeure Event.
15.1 In the event of any dispute arising out of or in relation to this Agreement, the Parties use their respective best endeavours to consult and negotiate with each other, in good faith, and will attempt to reach a settlement of the dispute satisfactory to both parties. The Parties shall within 10 working days of a dispute arising, convene a meeting between the relevant senior managers to attempt to resolve the dispute.
16.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the Parties and the Client shall have any rights under it. The terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.
17.1 1This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
In this Agreement the words and expressions set out above shall have the following meanings:
Accounting Period means the period of 12 consecutive months ending on the accounting reference date of a Party, or such other period in respect of which that Party prepares its annual accounts.
Agreement means this agreement (including any schedules or appendices to it and any document in the agreed form mentioned in it).
Corporation Tax means any corporation tax chargeable on income, profits, chargeable gains or other amounts subject to corporation tax, together with any related interest, penalties, surcharges, costs or liabilities imposed by HMRC, in accordance with the relevant tax legislation.
Corporation Tax Return means the corporation tax return (CT600 form) that the Client is obliged to submit to HMRC in accordance with the relevant tax legislation, typically within 12 months from the end of its accounting period.
Confidential Information means any information or matter which is not in the public domain and which relates to the affairs of the Client or any other company in its group or any of its or their business contacts.
Data Protection Legislation shall mean: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the Directive on Privacy and Electronic Communications (Directive 2002/58/EC); (ii) the EU GDPR as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as modified by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419) (“UK GDPR”); (iii) the Data Protection Act 2018; (iv) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426); (v) Data (Use and Access) Act 2025; (vi) all other applicable data protection and privacy legislation; and (vii) all relevant codes of practice and guidance issued by the Commissioner, supervisory authorities or other bodies in relation to the processing of personal data, in each case as amended and in force from time to time.
Commissioner, controller, data subject, personal data, process, processor and supervisory authority shall for the purposes of this clause have the meanings set out in the Data Protection Legislation (as appropriate).
Fee means the fee as defined in the Engagement Letter.
HMRC means His Majesty's Revenue & Customs.
Initial Term means the Client’s accounting periods RCK is engaged to provide the Services as stated at clause 4 of the engagement letter.
Insolvency Event means either Party becoming insolvent, entering administration or liquidation, having a receiver or administrator appointed over its assets, entering into an arrangement with its creditors, ceasing to trade, or being unable to pay its debts as they fall due.
Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights and registered design, rights in get-up, database rights and rights in data, topography right, service mark, application to register any of the aforementioned rights, right of confidence, the right to sue for passing off, utility, models, domain names and all similar rights, and any other intellectual or industrial property right of any nature whatsoever in any part of the world and, in each case:
i. whether registered or not,
ii. including any applications to protect or register such rights,
iii. including all renewals and extensions of such rights or applications,
iv. whether vested, contingent or future, and
v. wherever existing.
Liability means all and every type of liability arising out of or in connection with this Agreement and/or the Services including, but not limited to, liability: (i) for breach of contract, repudiation, renunciation, restitution, misrepresentation, negligence, other tort or breach of statutory duty; (ii) under any indemnity or arising from any express right or remedy; (iii) arising from any total or partial failure or delay in supply of the Services; or (iv) arising from deliberate actions or omissions, and in each case, however fundamental the result.
National Insurance Contributions means any liability to national insurance contributions imposed, whether payable by an employer, employee, director or self-employed individual, together with any associated interest, penalties, surcharges or other amounts payable in respect thereof.
Party means a party to this Agreement (RCK and the Client).
Relevant Photographic Identification means such evidence of the Client’s identity and that of its directors, partners, trustees, controller and beneficial owners (as applicable) and of all connected shareholders and parties and/ or other information both at the outset of and throughout the Term as RCK may reasonably require under the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 017 and other relevant statutory legislation as amended from time to time.
Services means the services outlined in the Engagement Letter at clause 2.
Tax Benefit includes, without limitation:
i. any reduction, repayment, settlement or offset of any Corporation Tax, National Insurance Contributions (NICs) or any other tax or amounts payable by the Client or any member of the Client's group to HMRC, whether by way of direct reduction, repayment, credit, set-off or otherwise;
ii. any payable credit, expenditure credit or other cash payment received or receivable from HMRC as a result of the submitted R&D claim;
iii. any reduction or repayment in the tax liability of the Client or any member of the Client's group, including through the surrender, transfer or utilisation of losses by way of group relief or any equivalent mechanism;
iv. any tax losses created, enhanced, preserved, carried forward, group relieved or otherwise utilised, resulting in current or future tax benefit; and
v. any tax credit, relief, allowance, deduction, offset or any other tax or financial benefit arising directly or indirectly from the Services, whether realised immediately or in a future accounting period.
Where the Tax Benefit arises from the creation, enhancement or preservation of tax losses to be utilised in a future accounting period, the value of that Tax Benefit shall be calculated using the main rate of Corporation Tax applicable to the accounting period immediately following the period to which the relevant claim relates, unless otherwise agreed in writing.
The Tax Benefit shall be the gross amount determined by HMRC or otherwise established by the relevant claim, irrespective of whether all or part of that amount is applied by HMRC against any tax liability, debt, interest, penalty or any other amount owed by the Client or any member of the Client's group.
