Terms & Conditions

STANDARD TERMS AND CONDITIONS OF BUSINESS

Version 2.0 - Effective 9 June 2026

Thomas F. Ryan (trading as Ryan & Co)

Proules Consultants Limited (trading as Ryan and Company)

1. The Firm

These Standard Terms and Conditions of Business ("these Terms") set out the basis on which Thomas F. Ryan (trading as Ryan & Co) and Proules Consultants Limited (trading as Ryan and Company) (together, "the Firm", "we", "us" or "our") will act for clients. They apply to all engagements and form part of every Letter of Engagement issued by the Firm. These Terms should be read alongside the Letter of Engagement and our Privacy Notice.

In these Terms, references to "the Firm", "we", "us" or "our" mean, depending on the service in question and as identified at the signature of the relevant Letter of Engagement:

Thomas F. Ryan, trading as Ryan & Co, a sole practitioner regulated by the Association of Chartered Certified Accountants ("ACCA") under firm registration number 1294112 and holding the Firm's audit registration; or

Proules Consultants Limited, a company registered in Ireland under CRO number 451086, with its registered office at Proules House, Shercock Road, Carrickmacross, Co. Monaghan, A81 H016, regulated by ACCA under firm registration number 2021343 and by the Irish Taxation Institute.

Both entities trade under the name "Ryan & Co". Each is supervised by ACCA for Anti-Money Laundering (AML) purposes.

2. Professional Body Rules

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of ACCA and, where applicable, the Irish Taxation Institute, and will accept instructions to act for you on this basis.

You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted, in order that we may assist you to make a voluntary disclosure to the Revenue Commissioners. In particular, you give us the authority to correct errors made by the Revenue Commissioners where we become aware of them.

In addition, we will not undertake tax planning that breaches Professional Conduct in Relation to Taxation (PCRT). We will therefore comply with the general anti-abuse rule and any targeted anti-avoidance rules. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

Copies of the relevant requirements are available at our offices and online via the ACCA Rulebook. The implications of our professional body membership as it relates to GDPR are set out in our Privacy Notice, which should be read alongside these Terms.

3. Client Identification and Verification

As with other professional services firms, we are required to identify and verify our clients for the purposes of the Irish anti-money laundering legislation. Save for exceptional circumstances, we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.

If you are undertaking business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations, including if you accept or make high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods, you must inform us.

4. Period of Engagement and Termination

Unless otherwise agreed in the Letter of Engagement, our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.

Each of us may terminate this agreement by giving not less than twenty-one (21) days' notice in writing to the other party, except where you fail to cooperate with us or we have reason to believe that you have provided us or the Revenue Commissioners with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

In the event of termination, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

If you engage us for a one-off piece of work (for example, advice on a one-off transaction or preparation of a tax return for one year only), the engagement ceases as soon as that work is completed. The date of completion of the work is taken to be the termination date, and we owe you no duties and we will not undertake further work beyond that date.

Where recurring work is provided (for example, ongoing compliance work such as the completion of annual tax returns), the engagement ceases on the relevant date in relation to the termination as set out above. Unless immediate termination applies, the relevant termination date is twenty-one (21) days after the date of notice of termination, or a later agreed date. We owe you no duties beyond the date of termination and will not undertake any further work.

5. Disengagement

Should we resign or be requested to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of twenty-four (24) months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.

6. Reliance on Advice

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing. However, please bear in mind that advice is only valid at the date it is given.

7. Implementation

We will only assist with implementation of our advice if specifically instructed and agreed in writing.

8. Intellectual Property Rights

We will retain all copyright in any document prepared by us during the course of carrying out the engagement, save where the law specifically provides otherwise. You are granted a non-exclusive licence to use any work product solely for the purposes for which it was prepared.

9. Investment Advice (including insurance mediation services)

Investment and insurance business is regulated by the Central Bank of Ireland. If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Central Bank of Ireland, as we are not authorised to give such advice.

10. Provision of Services Regulations 2010

In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and the territorial coverage of our cover are available on request from us, in accordance with the European Communities (Provision of Services) Regulations 2010 (S.I. 533/2010).

11. Client Money

If we hold money on your behalf, such money will be held in trust in a client bank account, which is segregated from the Firm's funds. The account will be operated, and all funds dealt with, in accordance with the ACCA Client Money Regulations.

12. Fees and Payment Terms

Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility, and the importance and value of the advice that we provide, as well as the level of risk.

If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case. Where requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by the Revenue Commissioners. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us, you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

We will bill at regular intervals during the course of the work, and our invoices are due for payment within thirty (30) days of issue. Our fees are exclusive of VAT, which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.

Where this contract exists between us and a purchaser acting in the course of a business, we reserve the right to charge interest on late-paid invoices at the rate of 8 percentage points above the European Central Bank's reference rate, in accordance with the European Communities (Late Payments in Commercial Transactions) Regulations 2002 (as amended). We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

If you do not accept that an invoiced fee is fair and reasonable you must notify us within twenty-one (21) days of receipt, failing which you will be deemed to have accepted that payment is due.

On termination of the engagement, you may appoint a new adviser. Where a new adviser requests professional clearance and handover information, we reserve the right to charge you a reasonable fee for the provision of handover information.

13. Commissions and Other Benefits

In some circumstances we may receive commissions and/or other benefits for introductions to other professionals or in respect of transactions that we arrange for you. Where this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. The fees you would otherwise pay may be reduced by the amount of the commissions or benefits, where so agreed.

14. Lien

Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

15. Confidentiality

Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in our Privacy Notice. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.

We may, on occasion, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality and security terms.

We are obliged under the regulations of ACCA to make all files available for inspection in the course of a routine practice review. From time to time we may engage external third parties to review our files from a quality control perspective. Any external review will be covered by a confidentiality agreement with the reviewer.

16. Conflicts of Interest

If there is a conflict of interest in our relationship with you or in our relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.

Where conflicts are identified that cannot be managed in a way that protects your interests, then we regret that we will be unable to provide further services. If this arises, we will inform you promptly. We reserve the right to act for other clients whose interests are not the same as, or are adverse to, yours, subject, of course, to the obligations of confidentiality referred to above.

17. Internal Disputes within a Client

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of a business client, it should be noted that where our client is the business, we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the registered office or normal place of business for the attention of the directors or proprietors.

If conflicting advice, information or instructions are received from different directors or principals in the business, we will refer the matter back to the board of directors, the partnership or the relevant decision-making body and take no further action until the matter has been agreed.

18. Data Protection

The processing of personal data under any engagement is regulated by the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. 336/2011) (together, the "Data Protection Legislation").

Controller status

In respect of personal data processed under any engagement, you and we are each separate Data Controllers within the meaning of the Data Protection Legislation. We are not joint controllers within the meaning of Article 26 of the General Data Protection Regulation.

Group data sharing

Personal data may be shared between Thomas F. Ryan and Proules Consultants Limited on a controller-to-controller basis where this is necessary to deliver the services we have been engaged to provide. Such sharing is subject to confidentiality obligations and is restricted to what is necessary for the agreed services.

Your obligations as Controller

Where you provide us with personal data relating to your employees, directors, beneficial owners, dependants, contractors or any other third parties, you confirm that:

you have provided the necessary information to those data subjects regarding the disclosure of their personal data to us in accordance with Articles 13 and 14 of the General Data Protection Regulation; and
you have a lawful basis under the Data Protection Legislation on which to make that disclosure.

Sub-processors and outsourcing

We engage third-party technology and service providers (including cloud-based software, communications platforms, artificial intelligence tools, and outsourced professional service providers) to support the efficient delivery of our services. Such providers act as our processors under written Data Processing Agreements compliant with Article 28 of the General Data Protection Regulation and process personal data only on our documented instructions. A list of our material processors is available on request.

Lawful basis

We will process your personal data:

to provide the services and perform our obligations under our engagement with you;
to comply with our legal, regulatory and professional obligations; and
where necessary for our legitimate interests — namely, communicating with you, maintaining accurate records, defending legal claims, providing the services we have been engaged to provide, and growing our business — and provided these are not overridden by the rights of the relevant data subjects.

Our Privacy Notice

You acknowledge that we will act in accordance with the Privacy Notice, which forms part of these Terms.

19. Reporting Obligations under Legislation

Criminal law

The Criminal Justice (Theft and Fraud Offences) Act 2001 requires us to report to An Garda Síochána where the accounts or records of the Client indicate that a specified offence may have been committed. The specified offences include theft, unlawful use of a computer, false accounting, and forgery and counterfeiting.

The Criminal Justice Act 2011 requires us to report information which may be of material assistance in preventing or detecting a relevant offence, including offences relating to banking and finance, company law, money laundering, fraud, corruption, competition, consumer protection and cybercrime.

Reports made in good faith under either Act do not constitute a breach of confidentiality and will not involve us in liability of any kind.

Anti-money laundering

The Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021 designate accountants, auditors and tax advisors for the purposes of the anti-money laundering provisions. These Acts require us to:

verify the identity of new clients and any beneficial owners under Section 33 (Customer Due Diligence);
retain identification records for at least five years from the date of last doing business with the client;
retain transaction records for at least five years following execution;
implement measures to prevent and detect money laundering and terrorist financing;
report suspicions of money laundering or terrorist financing to An Garda Síochána and the Revenue Commissioners;
report transactions connected with designated states or territorial units; and
maintain adequate control over client monies.

We are required to make such reports directly and may do so without your knowledge or consent. The making of such reports in good faith does not constitute a breach of confidentiality.

Taxation

Where applicable, we must report material relevant offences (as defined in Section 1079 of the Taxes Consolidation Act 1997) to the directors of the company in writing, requesting them to rectify the matter or notify the Revenue Commissioners within six months. If our request is not complied with, we must cease to assist the company in the preparation or delivery of any related return.

20. Electronic and Other Communication

As instructed, we will communicate with you and with any third parties you instruct us to as set out in our Letter of Engagement and Privacy Notice via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.

With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted. However, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses, nor for communications that are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These are risks you must accept in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by hard copy, other than where electronic submission is mandatory.

Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.

When accessing information held electronically by the Revenue Commissioners, we may have access to more information than we need and will only access records reasonably required to carry out the engagement.

You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.

21. Limitation of Liability

General

We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence, fraud or wilful default.

Exclusion of liability for loss caused by others

We will not be liable if such losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person, or due to the provision to us of incomplete, misleading or false information, or if they are caused by a failure to act on our advice or a failure to provide us with relevant information. In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

Exclusion of liability in relation to circumstances beyond our control

We will not be liable to you for any delay or failure to perform our obligations under the Letter of Engagement if the delay or failure is caused by circumstances outside our reasonable control.

Exclusion of liability relating to non-disclosure or misrepresentation

We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This exclusion shall not apply where such misrepresentation, withholding or concealment is, or should (in carrying out the procedures that we have agreed to perform with reasonable care and skill) have been, evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.

Indemnity for unauthorised disclosure

You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you, or by any person for whom you are responsible, of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

Limitation of aggregate liability

Our liability (whether in contract, negligence or otherwise) in respect of all services provided under the engagement shall in no circumstances exceed three (3) times the annual fee charged in the aggregate in respect of all such services. Where the Letter of Engagement specifies a different aggregate limit of liability, that sum shall be the maximum aggregate liability of the Firm, its principals, agents and employees to all persons to whom the Letter of Engagement is addressed and also any other person that we have agreed with you may rely on our work.

No personal claims

You agree that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals, directors, members or employees on a personal basis.

Time limit for claims

Any claim (whether in contract, negligence or otherwise) must be formally commenced within two (2) years after the party bringing the claim becomes aware (or ought reasonably to have become aware) of the facts giving rise to the action, and in any event no later than four (4) years after any alleged breach of contract, negligence or other course of action. This provision expressly overrides any statutory provision which would otherwise apply.

22. Limitation of Third-Party Rights

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it, unless we have expressly agreed in the Letter of Engagement that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the Letter of Engagement is not addressed, for any advice, information or material produced as part of our work for you that you make available to them.

A party to this agreement is the only person who has the right to enforce any of its terms, and no rights or benefits are conferred on any third party.

23. Complaints

We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact a member of our team. Where your complaint relates to that person, you should instead contact Thomas F. Ryan.

We agree to look into any complaint carefully and promptly, and do everything reasonable to try to resolve it. If you are still not satisfied, you can refer your complaint to our professional body, ACCA.

24. Retention of Papers

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 on request.

When we cease to act for you, we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately.

Documents and records relevant to your tax affairs are required by law to be retained as follows:

individuals, trustees and partnerships with trading or rental income: five (5) years and ten (10) months after the end of the tax year;
individuals, trustees and partnerships in other cases: twenty-two (22) months after the end of the tax year;
companies, LLPs and other corporate entities: six (6) years from the end of the accounting period.

While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven (7) years old. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return of any specific document or its retention for a longer period.

You should retain documents that are sent to you by us as set out in our Privacy Notice, which should be read alongside these Terms.

25. Applicable Law and Jurisdiction

Our Letter of Engagement, the schedule of services and these Standard Terms and Conditions of Business are governed by, and should be construed in accordance with, the law and practice of Ireland.

Each party agrees that the courts of Ireland will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Letter of Engagement and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

26. Interpretation

If any provision of the Letter of Engagement, schedules of services or these Standard Terms and Conditions is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.

In the event of any conflict between these Standard Terms and Conditions and the Letter of Engagement or schedules of services, the relevant provision in the Letter of Engagement or schedules will take precedence.

27. General

Entire Agreement

The Letter of Engagement, these Standard Terms and Conditions, and the Privacy Notice referenced in Clause 18 together constitute the entire agreement between the parties in respect of their subject matter and supersede all prior agreements, understandings and representations, whether written or oral.

No Oral Variation

No variation of these Terms shall be effective unless made in writing and signed by or on behalf of both parties. The Firm may update these Terms from time to time. Where material changes are made, the updated Terms will be issued to clients in connection with the next engagement or renewal, or as the circumstances require.

No Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of that right.

No Partnership or Agency

Nothing in these Terms shall constitute a partnership, joint venture, employment or agency relationship between the parties.