Note: The English version of these terms and conditions is the definitive legal version. Translations into any other languages are available for your ease of reference only.
1. Contract and Parties.
(a) These contract terms constitute the whole agreement between you (the “Client”) and Deloitte in relation to the services and work product described (including the Deliverables and Advice as defined below) to be provided by Deloitte and Deloitte’s responsibilities for them (the “Services” and these contract terms the “Contract”).
(b) The Client represents and warrants that it has the power and authority to validly enter into this Contract.
(c) Deloitte may subcontract any Services to any other third parties including other Deloitte Entities (collectively the “Subcontractors”). The Client’s relationship is solely with Deloitte as the entity contracting to provide the Services. Each party is an independent contractor and neither party is, nor shall be considered to be, the other’s agent, distributor, partner, fiduciary, joint venturer, co-owner, or representative.
(d) Deloitte remains responsible to the Client for all of the Services performed or to be performed under this Contract, including Services performed by its Subcontractors. Accordingly, to the fullest extent possible under applicable law, (i) none of the Subcontractors will have any liability to the Client; (ii) the Client will not bring any claim or proceedings of any nature (whether in contract, tort, breach of statutory duty or otherwise, and including, but not limited to, a claim for negligence) in any way in respect of or in connection with the Contract against any of the Subcontractors.
Deloitte will provide the following Services:
(a) VAT Registration
Deloitte will assist Client in registering for VAT as a non-established taxable person in each country identified to us as needing a registration.
(b) VAT Return Filing Services
For each country that a Client requires our VAT Return Filing Services:
Only the above activities are included in the VAT Return Filing Services, and any follow up with the relevant tax authority (other than routine communications associated with the registration and filing) will be treated as an Additional Service.
(c) Corrective VAT Returns
Where corrections to VAT Returns are required including where a VAT liability is due to any relevant tax authority for any VAT period(s) prior to the commencement of this Agreement, Deloitte will prepare the necessary VAT filings to correct this position.
(d) Translation services
Deloitte will subcontract for the translation of certain documents as required by Client to comply with local laws.
(e) Fiscal Representation
Deloitte will subcontract for the provision of fiscal representation services where they are required under local law.
Deloitte will obtain an EORI number for the Client from the relevant tax authority, as required.
(g) Additional Services
Where relevant, we may provide Additional Services to Client in order to assist Client’s VAT compliance obligations. Such Additional Services may include:
Any advice, documents and other work products in any form, which will be delivered by Deloitte to the Client as a result, or in the framework, of the provision of the Services shall be collectively referred to below as the “Advice”.
3. Responsibilities of the Client and of Deloitte.
(a) Responsibilities of the Client
(i) The Client shall cooperate with Deloitte and its Subcontractors in connection with the performance of the Services, including, without limitation, providing Deloitte and its Subcontractors with timely access to data, information as may be reasonably requested by Deloitte. The client is responsible for errors in filings which have been prepared on the basis of that information as if they had approved and signed the filings personally. The performance of the Services is dependent upon the timely and correct performance of the Client’s responsibilities set out above and elsewhere in the Contract and timely decisions and approvals of the Client in connection with the Services. Deloitte and its Subcontractors shall be entitled to rely on all decisions and approvals of the Client.
(ii) The Services include and make use of certain third-party software applications and services in order to provide certain functionalities or features to the Client (the “Third Party Components”). The Client’s access to, and use of, the Services will include its access to, and use of, the Third Party Components, which shall be subject to the following:
a) the Client shall comply with all laws applicable to it as a user of the Products, the Services and/or the Features (all as defined below);
b) any resale, redistribution, or relicensing of the Products, the Services and/or the Features (as defined below), in whole or in part, by the Client or by any third party on the Client’s behalf shall be strictly prohibited;
c) the Client shall use the Products, the Services, the Features, the Materials and the Supplier Data (as defined below) in compliance with the confidentiality restrictions provided in this Contract;
d) all data, including personal data, and intellectual property provided by Deloitte in connection with the Products, the Services, the Features, the Software, the Materials and the Supplier Data (as defined below) shall remain the and exclusive property of Deloitte and its licensors;
e) any and all warranties, either express or implied, as to the accuracy or completeness of the Products, the Services, the Features, the Software, the Materials and the Supplier Data (as defined below) are excluded to the fullest extent possible under applicable law.
For the purposes of this Clause 3 (ii), the following definitions shall apply:
“Features” means certain features provided to Deloitte by its licensors and used by Deloitte to provide the Services to the Client.
“Products” means certain software products provided to Deloitte by its licensors and used by Deloitte to provide the Services or otherwise made available to the Client.
“Services” means certain services provided to Deloitte by its licensors and used by Deloitte to provide the Services or otherwise made available to the Client.
“Software” means certain software applications provided to Deloitte by its licensors and used by Deloitte to provide the Services or otherwise made available to the Client.
“Supplier Data” means certain data provided to Deloitte by its licensors and service providers and made available by Deloitte to the Client as part of the Services.
(b) Responsibilities of Deloitte
(i) The Advice will be based upon the information provided to Deloitte, the circumstances existing at the time of preparation of the Advice and Deloitte’s understanding of the relevant legislation, regulations, cases, rulings, and other tax authority in effect at the time of issue of the Advice. Deloitte has no responsibility either 1) to update any Advice for events or changes occurring after delivery of any Advice in its final form or 2) to monitor the continuing relevance or suitability of any Advice for the purpose for which it was supplied. Furthermore Deloitte shall not be responsible for any wrong, inaccurate or incomplete information provided by the Client during the performance of the Services.
(ii) Deloitte will use its reasonable endeavours acting in a commercially prudent manner to carry out the Services in accordance with any timetable agreed with the Client.
4. Payment of Invoices. Deloitte’s invoices are due and payable by the Client upon presentation. If payment of an invoice is not received within 60 days of the invoice date (“Due Date”), Deloitte reserves the right, without limiting its other rights or remedies, to suspend or terminate the Services entirely or in part if payment is not received by the Due Date. The Client shall be responsible for payment of all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the Services, other than Deloitte’s income and property taxes.
(a) This Contract shall come into full force and effect between the parties, therefore becoming binding upon them, upon Deloitte’s provision of Services to the Client.
(b) For the sake of clarity:
i) Deloitte’s decision to provide Services to the Client will be conditional, among the others, on the client personnel and agents, as applicable, providing the information requested by Deloitte in a timely and accurate fashion, including as part of an automated process as the case may be;
ii) Deloitte’s decision with respect to the foregoing shall not give rise to any obligation or liability of Deloitte to the Client, whether in contract, statute, tort (including without limitation negligence) or otherwise, to the fullest extent permitted by applicable law;
This Contract may be terminated by either party at any time, without cause, by giving written notice to the other party [not less than 30 (thirty) days before the effective date of termination].
(c) Either party may terminate this Contract by written notice to the other on or at any time after the occurrence of any of the following events: (i) a material breach by the other party of an obligation under the Contract and, if the breach is capable of remedy, the defaulting party failing to remedy the breach within 30 days of receipt of notice of such breach; (ii) the other party becomes insolvent or goes into liquidation; (iii) the other party has a resolution passed or a petition presented for its winding-up or dissolution (other than for the purpose of a solvent amalgamation or reconstruction); (iv) the making of an administration order in relation to the other party, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the other party; (v) the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or (vi) any event analogous to those set out in (ii) to (v) in any relevant jurisdiction.
(d) Deloitte may terminate this Contract, in whole or in part, with immediate effect upon written notice to the Client if Deloitte determines that (i) a governmental, regulatory, or professional entity, or other entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render Deloitte’s performance of any part of the Contract illegal or otherwise unlawful or in conflict with independence or professional rules, or (ii) circumstances change (including, without limitation, changes in ownership of the Client or any of its Affiliates) so that Deloitte’s performance of any part of the Contract would be illegal or otherwise unlawful or in conflict with independence or professional rules.
(e) Upon termination of the Contract for any reason, Deloitte shall provide a pro-rata refund of the fees paid in advance by the Client for the period after the termination of the Contract, if any.
6. Ownership of Deloitte Work Products.
(a) Subject to payment of all of Deloitte’s fees due in connection with the Services and this Contract the Client shall acquire ownership of the Advice in its tangible form only as will be made available by Deloitte. Deloitte shall retain all intellectual property rights in any underlying ideas, materials (whether tangible or intangible and including any software products), concepts, know-how, methods, techniques, processes and skills, and adaptations thereof in conducting its business, and the Client shall ensure that the Client Group does not assert or cause to be asserted against Deloitte any prohibition or restraint from so doing. Any intellectual property and other proprietary rights in materials and data provided by the Client for performing the Services shall remain the property of the Client.
7. Limitations on Damages.
(a) The Client agrees that Deloitte will not be liable to the Client for any claim, demand, action, loss, liability (whether in contract, statute or tort, including negligence), damage, cost, charge or expense (including professional advisers’ costs and legal costs and disbursements) of whatever nature howsoever caused and by whomsoever brought and including interest (together “Losses”) unless and then only to the extent that the Losses are finally determined to have resulted from the breach of contract or negligence of Deloitte (and insofar as the Services and the Deliverables are not used by the Client for any purpose other than the purpose for which they were provided by Deloitte), in which case Deloitte’s liability to the Client shall not exceed an amount equal to three times the fees invoiced and received by Deloitte for the Services, subject to the remaining provisions of this Clause 7.
(b) In no event shall Deloitte and its subcontractors, or their respective personnel, be liable, whether in contract, statute, tort, including without limitation negligence, or otherwise for (i) any Losses incurred as a result of third party claims; (ii) loss of use, loss of contracts or of profits, loss of or corruption to data, loss of goodwill, loss of revenues or wasted management or staff time (whether direct or indirect Losses); or (iii) any consequential, special, indirect, incidental, punitive or exemplary Losses relating to or arising out of or in connection with this Contract or the Services (including the performance, non-performance or delayed performance by Deloitte of any obligations under or in connection with the Services) which may be suffered by any person howsoever caused and whether or not this could have been reasonably foreseen by Deloitte and its respective personnel.
(c) Deloitte’s responsibility for the Services is solely towards the Client. Any responsibility of Deloitte to other members of the Client Group is excluded to the fullest extent permitted by applicable law.
(d) The liability cap in Clause 7 (a) applies in aggregate to each and all Losses which from time to time arise under or in connection with the Contract and the Services, whether such Losses are incurred at the same or different times. The liability cap in Clause 7 (a) also applies to any and all claims for Losses against any of the Subcontractors, if and only to the extent that it is finally determined that any of them have any liability under or in connection with the Contract or the Services.
(e) Nothing in this Contract shall exclude, restrict (or prevent a claim being brought in respect of) any liability of a party for (i) death or personal injury caused by the negligence of that party; (ii) any fraudulent pre-contractual misrepresentations on which the other party can be shown to have relied; or (iii) any other liability which by the governing law of this Contract cannot be excluded or limited.
8. Limitation on Warranties. Deloitte warrants that it shall perform the Services with reasonable care and skill. All other implied warranties and other terms are excluded.
9. Force Majeure. Neither party shall be liable for any delays or non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or other casualty, act of God, epidemic, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
10. Limitation on Actions. No action, regardless of form, relating to the Contract or the Services, may be brought by either party more than 2 years after the cause of action has accrued under applicable law.
(a) To the extent that in connection with the delivery of the Services Deloitte comes into possession of any tax or other information related to the Services, trade secrets or other proprietary information relating to the Client Group which is either designated by the disclosing party as confidential or is by its nature clearly confidential (“Confidential Information”), Deloitte shall not disclose such Confidential Information to any third party without the Client’s consent. The Client hereby consents to Deloitte disclosing such Confidential Information (i) to contractors providing administrative, infrastructure and other support services to Deloitte as well as to any Subcontractors and their respective personnel, in any case, provided that such contractors and Subcontractors adhere to confidentiality obligations similar to those in this Clause 11, (ii) to Deloitte’s legal advisers, auditors, and insurers, and (iii) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with potential or actual mediation, arbitration or litigation. The obligation of confidentiality shall not apply to the extent such Confidential Information (A) is or becomes publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of the default of Deloitte, (B) becomes available to Deloitte on a non-confidential basis from a source other than the Client which Deloitte reasonably believes is not prohibited from disclosing such Confidential Information to Deloitte by an obligation of confidentiality to the Client, (C) is known by Deloitte prior to its receipt from the Client without any obligation of confidentiality, (D) is developed by Deloitte or its Subcontractors independently of the Confidential Information disclosed by the Client. Notwithstanding the foregoing, the Client acknowledges that Deloitte may disclose Confidential Information to the operator of the applicable Third-Party Website, or the affiliate of such operator, for purposes relating to Deloitte’s provision of Services through such Third-Party Website. “Third-Party Website” means a third-party website through which Deloitte provides services to the Client.
(b) The Client shall ensure that no Advice is disclosed to any third party without the express written consent of Deloitte, except (i) disclosure may be made to the extent mandatory laws, applicable regulations, rules and professional obligations prohibit limitations on disclosure (ii) the Client may disclose the Advice on a need to know basis to any Affiliate for information purposes only, provided that the Client ensures that the recipient undertakes (A) not to disclose the Advice other than as permitted by this Clause 11 (b) and (B) not to bring any claim of any kind against any Deloitte Entity in relation to the Advice or the Services, and (iii) on a need to know basis to statutory auditors of the Client Group in their capacity as such or to legal advisers of the Client Group in connection with the subject matter of the Services.
(c) The Client shall not, without the prior written consent of Deloitte, permit any Advice to be used, in connection with any business decisions of any third party or for advertisement purposes. All Services are intended only for the benefit of the Client. The Client shall ensure that any persons to whom the Advice is disclosed are notified that the mere receipt of any Advice (or any information derived therefrom) by any other persons is not intended to create any duty of care, professional relationship or any present or future liability of any kind between those persons and Deloitte.
12. Assignment. Neither party may assign or otherwise transfer this Contract without the prior express written consent of the other, except that Deloitte may assign any of its rights or obligations hereunder to any other Deloitte Entity and to any successor to its business. Neither party will directly or indirectly agree to assign or transfer to a third party any claim against the other party arising out of this Contract.
13. Indemnification. The Client shall indemnify and hold harmless Deloitte and any other Deloitte Entity from all third party claims for Losses, including claims brought against Deloitte or any of its Subcontractors by any member of the Client Group, except to the extent any of those claims were finally determined to have resulted primarily from the fraud of Deloitte.
14. Communications; Language.
(a) The parties are authorised to use email (including emails exchanged via Internet media) and voicemail communication for all communications concerning this Contract and all related obligations on either party, as well as other means of communication used or accepted by the other. Deloitte may also communicate electronically with the tax authorities.
(b) It is recognised that the internet is inherently insecure and that data can become corrupted, communications are not always delivered promptly (or at all), and that other methods of communication may be appropriate. Electronic communications are also prone to contamination by viruses. Each party will be responsible for protecting its own systems and interests and, to the fullest extent permitted by law, will not be responsible to the other on any basis (contract, tort, including negligence or otherwise) for any loss, damage or omission in any way arising from the use of the Internet or from access by any Deloitte Entity personnel to networks, applications, electronic data or other systems of the Client.
(c) The English language version of this Contract shall prevail over any version in any other language in case conflicts, contradictions or discrepancies. Translations of this Contract into any languages other than English shall be deemed for convenience only.
15. Entire Agreement, Modification and Effectiveness. This Contract constitutes the entire agreement between the parties relating to the Services and supersedes and extinguishes all previous drafts, agreements (including but not limited to any confidentiality agreements which, if any, you agree are terminated hereby), arrangements and understandings between them, whether written or oral. Each party agrees that it shall have no remedies in respect of any representation (whether made innocently or negligently) condition warranty or other term that is not expressly set out in this Contract. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Contract. No variation to the Contract shall be effective unless it is documented in writing and signed by authorised representatives of both parties, provided, however, that the scope of the Services may be changed by agreement of the parties in writing, including by email. If Deloitte has already started work (e.g. by gathering information, project planning or giving initial advice) at the request of the Client, then the Client agrees that this Contract is effective from the start of such work.
16. Destruction of Working Papers. Deloitte may, but is under no obligation to the Client, retain copies of documents and files provided by the Client in connection with the Services for purposes of compliance with professional standards and internal retention policies. Any documents and files retained by Deloitte on completion of the Services (including documents legally belonging to the Client) may routinely be destroyed in accordance with Deloitte’s policies applying from time to time.
17. Marketing and Use of Name. Neither Deloitte nor the Client shall use the other’s trademarks, service marks, logos, and/or branding in external publicity material without such other party’s prior written consent. However, the Deloitte Entities may refer to the names of the Client Group and the performance of the Services in (i) marketing and publicity materials as an indication of its experience, and (ii) internal data systems.
18. Data Protection.
(a) In this Clause 18, “Data Protection Legislation” means the EU General Data Protection Regulation 2016/679, together with all other applicable legislation (including the Data Protection Act 2018) relating to privacy or data protection including any statute or statutory provision which amends, extends, consolidates or replaces the same. The terms “personal data”, “data subject”, “controller”, “processor” and “process” (and its derivatives) shall have the meanings given to them in the Data Protection Legislation.
(b) Each party shall comply with its obligations under Data Protection Legislation in respect of personal data processed by it in connection with the Contract and the Services (“Personal Data”).
As Data Controller
18.1 (a) Each of the Client and Deloitte shall be considered to be a controller in respect of Personal Data disclosed to Deloitte by or on behalf of the Client and processed in connection with the Contract and the Services and each of the Client and Deloitte shall comply with its obligations as a controller under the Data Protection Legislation in respect of Personal Data processed by it in connection with the Contract and the Services.
(b) The Client acknowledges that Deloitte may process Personal Data as a controller for the purpose of, or in connection with the Services, including: (i) applicable legal, professional or regulatory requirements; (ii) requests and communications from competent authorities; and (iii) administrative, financial accounting, risk analysis, client relationship, and other reasonable business purposes in connection with the performance of the Services (together, the “Purposes”).
(c) The Client shall (and shall procure that any member of the Client Group shall) collect any necessary permission, provide any necessary notice and do all such other things as are required under the Data Protection Legislation in order for it to disclose Personal Data to Deloitte for the Purposes.
(d) Deloitte shall process the Personal Data as reasonably required for the Purposes and may disclose Personal Data to any third parties including its subcontractors, regulators and any party based in any jurisdiction including a jurisdiction outside the European Economic Area provided that such disclosure is reasonably required in connection with the Purposes and is at all times in compliance with applicable Data Protection Legislation.
(e) To the extent required by the Data Protection Legislation to legitimise any cross-border transfers of Personal Data, the following shall apply between the parties in relation to such transfer with the Client as the data exporter and Deloitte as the data importer (and such terms shall be deemed replaced by any equivalent updated clauses approved by the European Commission, to the extent required). To the extent that Deloitte acts as a controller, the agreement in the form annexed to the European Commission's decision of 27 December 2004 on Standard Contractual Clauses for the transfer of personal data to controllers established in third countries (and the details in Annex B to these clauses are as set out in Clause 18.1 (f) below and for the purposes of Clause 2 (h) of these clauses, Deloitte confirms that it shall comply with the principles set out in Annex A of the clauses), (together the "Standard Contractual Clauses").
(f) Deloitte shall process personal data relating to the Client, its customers and other third parties supplied to Deloitte as required for the provision of the Services and for purposes as more particularly described in the Contract. The duration of the processing shall be for as long as necessary for the purposes described in the Contract. The obligations and rights of Deloitte and the Client are set out in this Contract. For the purposes of the Standard Contractual Clauses: (i) the recipients of the data are those agreed under this Contract; (ii) the contact point for enquiries is email@example.com and as notified by the parties from time to time; and (iii) the data protection registration information of the exporter is as notified by the Client from time to time.
19. Survival and Interpretation.
(a) Any provisions of the Contract which either expressly or by their nature extend beyond the expiration or termination of this Contract shall survive such expiration or termination, including, without limitation, Clauses 1 (d), 3, 6, 7, 8, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20 and 21.
(b) If any provision of this Contract is determined to be illegal, void or unenforceable in whole or in part, such provision or the affected part shall be deemed not to form part of this Contract but all other provisions together with the remainder of the affected provision shall remain in full force and effect. The provisions of Clauses 1, 6, 7, 8, 9, 10, 13, 14, 15, 16, 18, 19 (c) and 20 shall apply to the fullest extent of the law, whether in contract, statute, tort (including without limitation negligence), or otherwise, notwithstanding the failure of the essential purpose of any remedy.
(c) No person who is not a party to this Contract, except any Subcontractor and the Deloitte Entities other than Deloitte, shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This Contract may be varied without any third party’s consent. Deloitte Entities other than Deloitte are intended third-party beneficiaries of the Contract. Each such Deloitte Entity, including any Subcontractor, may in its own right enforce the provisions of the Contract.
20. Governing Law and Submission to Jurisdiction.
(a) This Contract and our relationship (including to the fullest extent permitted by law all contractual and non-contractual rights and obligations arising out of or relating thereto) is governed by and interpreted in accordance with English law.
(b) Subject to Clause 21, the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaim) that may arise in connection with any aspect of the legal relationship (including to the fullest extent permitted by law all contractual and non-contractual rights and obligations arising out of or relating thereto) established by the Contract or otherwise arising in connection with the Contract.
(c) Nothing in this Clause 20 will prevent either party from bringing legal proceedings in any other jurisdiction or from defending, protecting or enforcing its legal rights in respect of any intellectual property, trade secrets or confidential information.
21. Dispute Resolution. The parties agree to attempt in good faith to resolve any dispute or claim arising out of or in connection with the Contract promptly through negotiations between senior management. If the matter is not resolved through negotiation, then either party may request that a good faith attempt is made to resolve the dispute or claim by participating in an Alternative Dispute Resolution (“ADR”) procedure. If the dispute or claim has not been resolved within 60 days of a request being made for reference to ADR, then legal proceedings may be commenced in respect of the matter. Nothing in this Clause will prevent either party, at any time before or after the dispute resolution procedures are invoked, from commencing legal proceedings to protect any intellectual property rights, trade secrets or confidential information or to preserve any legal right or remedy.
22. Legal and Other Obligations. Nothing in this Contract precludes Deloitte and its Subcontractors from taking such steps as are necessary in order to comply with any legal or regulatory requirement, including different laws and regulations related to client confidentiality and conflicts of interest, or any professional or ethical rules of any relevant professional body of which Deloitte or other Deloitte Entity is, at the time, a member. In particular, the Client gives Deloitte and its Subcontractors authority to correct errors made by the tax authorities.
23. Disclosure to Tax Authorities. Deloitte and/or other Deloitte Entities may be obliged to notify relevant authorities of certain types of arrangements and of proposals to implement such arrangements. The decision to make such a notification, its timing and content, is a matter that the Deloitte Entity reserves entirely to its sole discretion. The Deloitte Entity may also be obliged to notify those authorities of the participants in those arrangements. The Beneficiaries may also have obligations under the same legislation to give notification of such arrangements. Where there are other current or future laws or regulations in any jurisdiction that require disclosure of Deloitte’s Services, the Deloitte Entity will also comply with those disclosure requirements. For the avoidance of doubt, nothing in this Contract restricts the Client or any other Beneficiary from disclosing any Deliverables or other Advice to any relevant taxation authority and other Intermediaries (as defined in Council Directive (EU) 2018/822).
24. Quality of Service.
(a) If, at any time, the Client is dissatisfied with any aspect of the Services, the Client should raise the matter with the Deloitte partner responsible for the Services. If the Client wishes to discuss the matter with someone other than that partner, or make a complaint, please call or write to Matt Ellis, Managing Director Tax.
(b) Deloitte will investigate all complaints. The Client has the right to take any complaint up with the Institute of Chartered Accountants in England and Wales (the “ICAEW”). An explanation of the mechanisms that operate in respect of a complaint to the ICAEW may be obtained at www.icaew.co.uk or by writing to the ICAEW. To contact the ICAEW write to The Professional Standards Office, Level 1, Metropolitan House, 321 Avebury Boulevard, Milton Keynes, MK9 2FZ.
For the purposes of this Contract:
“Advice” has the meaning set out in Clause 2.
“Affiliate” means in relation to the Client any company, partnership or other legal entity (other than a natural person) which from time to time directly or indirectly Controls, is Controlled by or is under common Control with, the Client, including a subsidiary or holding company of the Client (as those expressions are defined in section 1159 of the Companies Act 2006 as amended from time to time).
“Charges” means the fees to be charged by Deloitte for the Services calculated in accordance with the provisions of the Contract, out of pocket expenses and any charges of specialists, subcontractors and advisers, plus applicable taxes including VAT.
“Client Group” means the Client and its Affiliates from time to time.
“Control” means the beneficial ownership by any person (other than a natural person) of more than fifty per cent (50%) of the issued voting share capital, or the legal power to direct or cause the direction of the general management, of the company, partnership or other legal entity, and cognate expressions shall be construed accordingly.
“Deliverables” means any and all tangible work outputs of the Services to be delivered by Deloitte as part of the Services, including written returns, reports, documents and other materials.
Deloitte Entities” means Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its member firms and their respective subsidiaries and affiliates (including Deloitte), their predecessors, successors and assignees, and all partners, principals, members, owners, directors, employees, subcontractors (including the Subcontractors) and agents of all such entities. Neither DTTL nor, except as expressly provided herein, any member firm of DTTL has any liability for each other’s acts or omissions. Each member firm of DTTL is a separate and independent legal entity operating under the names “Deloitte”, “Deloitte & Touche”, “Deloitte Touche Tohmatsu” or other related names; and services are provided by member firms or their subsidiaries or affiliates and not by DTTL. “Deloitte Member Firm” means each entity (including Deloitte) that is a member of the DTTL network and the affiliates and subsidiaries of each such entity.
Deloitte LLP is the United Kingdom affiliate of Deloitte NSE LLP, a member firm of DTTL. Deloitte LLP (which for these purposes includes references to its subsidiaries) uses the word “partner” in respect of its members and certain of its senior employees in its dealings with you to describe, respectively, a member and senior employee of Deloitte LLP in their capacity as such. A list of members of Deloitte LLP is available at the Companies House website. Deloitte LLP gives a number of its employees the title of “director”, which denotes that they are senior employees and not that they hold the office of director for the purposes of the Companies Act 2006.