Version 1.0 · Last updated 3 August 2026
These terms apply to business customers only. They set out how we work, how we are paid, and how we handle money we receive for you. The commercial terms for your engagement — what we will do, our fee rate and any limit on our liability — are in your Statement of Work, which is read together with these terms.
BorderAudit™ is a trading name of Falsum Labs Limited, a company registered in England and Wales (company number 14256345), whose registered office is 1b Kirkgate, Thirsk, North Yorkshire, YO7 1PQ. In these terms “BorderAudit”, “we”, “us” and “our” mean that company.
You can contact us at support@borderaudit.io, or by post at the address above.
These are the terms on which we supply our services. They apply to every engagement between us unless we have agreed different terms with you in writing.
Your agreement with us consists of: (a) the Statement of Work for the relevant engagement; (b) these terms; (c) any Letter of Direct Representation or other authority you sign; and (d) any separate written agreement we enter into with you, including any Group Indemnity (together, the Agreement).
If there is a conflict between them, they take precedence in the order listed above, except that a Client Group Indemnity prevails over these terms on the matters it covers.
You accept these terms when you create an account, or when you sign a Statement of Work, whichever happens first. Each Statement of Work is governed by the version of these terms in force on the date you sign it. We will give you a copy of that version on request.
We may change these terms. Changes apply to engagements you enter into after the change takes effect, and we will tell you before they do. A change never alters the fee basis of a Statement of Work you have already signed.
Our services are supplied only to businesses acting in the course of a trade, business or profession. By entering into the Agreement you confirm you are doing so for business purposes and not as a consumer, and that the person accepting these terms is authorised to bind you.
In these terms:
We review your historic customs import declarations, identify duty and import VAT that appears to have been overpaid, and prepare and submit the associated Claim to HMRC as your direct representative. The scope of each engagement is set out in its Statement of Work.
We will provide our services with reasonable care and skill, and in accordance with HMRC’s published standards for agents and customs intermediaries.
We do not provide legal advice, and we do not guarantee any particular outcome. HMRC decides every Claim. Where the evidence does not support a line of a Claim, we will not include it, even if that reduces the Recovery.
You appoint us as your direct representative for the Claims covered by each LoDR you sign. We act in your name and on your behalf. Where we act as your direct representative, the customs liability arising from a declaration remains yours.
You must:
If your business is not established in the United Kingdom, we cannot act as your direct representative. We will tell you if that applies, and we will not act on any other basis unless we have first explained the liabilities involved and agreed it with you in writing.
You must:
We are not responsible for the outcome of a Claim, or for any penalty or interest, to the extent it results from information you gave us that was incomplete or incorrect, or from your failure to provide information in time.
Our Fees for each engagement, and how they are calculated, are set out in the Statement of Work for that engagement. We will always tell you our fee basis, and the deductions we will make from any Recovery we handle for you, before you sign.
Fees are exclusive of VAT, which we charge at the applicable rate. We issue a VAT invoice for each amount we take under clause 9 within 30 days of taking it. A pro-forma invoice is not a VAT invoice and does not create a tax point.
If a Recovery turns out to be lower than estimated, we adjust our Fees to the actual Recovery and issue a credit note where we have already invoiced more.
Where we handle a Recovery for you, HMRC pays it into a segregated bank account we maintain for client money, separately from our own funds.
We hold all money in the Client Account on trust for the client it belongs to. It is not our money and does not form part of our assets. We keep a separate record of the balance held for each client, we do not use one client’s money for another, and we do not use client money as our own working capital.
Our only interest in money in the Client Account is our right to take our Fees under clause 9 and to exercise our rights under clauses 10 and 11. We do not pay interest on money held in the Client Account.
We pay you the balance of a Recovery, after deducting the Fee Share and any amount properly retained under clause 10, within five business days of receiving cleared funds from HMRC.
You authorise us to take the Fee Share from money we hold for you in the Client Account, and to apply any balance we hold for you against any other sum you owe us under any engagement, whether or not it relates to the Recovery in question.
This authority continues while any engagement is live and while any sum remains owing to us. It applies only to sums that are due, and we tell you what we have taken and why.
Some BorderAudit services are provided by a Group Company rather than by us. We tell you which company is providing each service, and that company invoices you directly.
You authorise us to pay Group Fees out of money we hold for you in the Client Account, and to do so before paying the balance to you. We may only do this where all of the following apply:
A Group Company is connected to us. We disclose that connection openly, and you should take it into account when you authorise these terms. Paying a Group Company does not reduce our duty to account to you for every penny we hold, and you can ask us at any time for a statement of your Client Account balance and everything applied to it.
A Group Company may transfer to us a debt you owe it, so that we become the creditor and the debt becomes payable to us. We will give you written notice if that happens. Once we have, the debt is one you owe us and clauses 9.1 and 11 apply to it. The transfer does not change who supplied the service to you, who is responsible for it, or your rights in respect of it, and it does not affect the VAT invoice you have already been issued.
Where we hold a Recovery for you, we apply it in this order: first, the Fee Share for that Recovery; second, other sums due to us; third, Group Fees under clause 9.2; fourth, any Retained Sum under clause 10; and we pay you the balance.
We do not apply money we hold for you against fees that are not yet due. In particular, where you have several engagements open with us, we do not deduct or retain against the contingent fees for a Claim that has not yet produced a Recovery. Those fees are not earned, may never become payable, and your money is not held as security for them.
The timing of what we pay you is dealt with separately in clause 9.6.
We pay you the balance within five business days of receiving cleared funds, as set out in clause 8.
Where we reasonably expect to become liable to you under clause 14 in respect of a Recovery, we may defer payment of an amount no greater than that expected liability, until the earlier of HMRC confirming it will not seek recovery and the expiry of the period within which HMRC may notify a customs debt for the relevant declarations. We tell you the amount, why we are deferring it and when we expect to release it, and we release it as soon as the reason no longer applies.
This is a payment term, not security. A deferred amount stays in the Client Account, remains yours, and clause 10.4 applies to it. We may defer only against a liability we expect to owe on that Recovery — never against fees or Recoveries on any other Claim.
This clause applies only where a Risk Event has happened and is continuing. It does not apply to most engagements.
Where a Risk Event has occurred and is continuing, we may retain in the Client Account an amount in addition to the Fee Share (a Retained Sum), instead of paying it to you.
Each of the following is a Risk Event:
A Retained Sum must not exceed the total of: Fees invoiced and unpaid; Fees earned on a Recovery already received but not yet invoiced; overdue Group Fees; any amount we reasonably expect to become payable under clause 14 in respect of a Recovery we have paid out or are paying out; and, where a Client Group Indemnity is in force, Client Group Liabilities. We retain no more than is reasonably necessary to cover those amounts.
Clause 9.5 applies to Retained Sums as it applies to deductions: a Retained Sum is never calculated by reference to contingent fees for a Claim that has not yet produced a Recovery.
A Retained Sum stays in the Client Account, remains recorded as held for you, and continues to be held on the trust in clause 8. It does not become our money, and is not applied to any liability, unless and until we apply it under clause 9 or clause 11 against a sum that is then due.
We tell you in writing within five business days of retaining a sum, identifying the Risk Event, the amount and how we calculated it. You may ask us to review it and we will respond within ten business days.
We release a Retained Sum within five business days of the earliest of: the Risk Event ceasing; the amount no longer being needed for the purposes in clause 10.3; or our agreeing on review that it should be released. Where a Risk Event was triggered by credit reference data that is later corrected, we release the Retained Sum and re-run the assessment.
The rights in this clause and in clause 11 are primary rights, exercisable at any time. They are not a remedy for, and are not conditional on, any breach by you.
We may retain or apply money held for you in respect of a liability of your group companies only where a Client Group Indemnity signed by you is in force. These terms alone do not give us that right in respect of your group companies.
This is separate from clause 9.2, which concerns fees you owe to our group companies for services supplied to you.
Nothing in clause 10 or clause 11 applies to the extent that it would be prohibited by section 233B of the Insolvency Act 1986, or would otherwise be ineffective as a deprivation of your property on your insolvency. No right under these clauses is triggered by, or exercisable by reason of, your entering an insolvency procedure.
We may set off any sum you owe us under any engagement against any sum we owe or hold for you. This includes a debt transferred to us by a Group Company under clause 9.3, and, where a Client Group Indemnity is in force, Client Group Liabilities.
You must pay all sums due to us in full, without set-off, deduction, counterclaim or withholding, except as required by law.
Our fee model depends on Recoveries being paid into the Client Account. If HMRC instead pays a Recovery to you directly:
Our Fees remain payable for any Claim we identified, prepared or submitted, whether the Recovery reaches you through us, directly from HMRC, or through another adviser, for 24 months from the date of the relevant Statement of Work. This reflects the value of the identification and preparation work we have already carried out, and is payable regardless of who submits the Claim.
If you do not pay a sum when it is due, we may charge interest and claim compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend work under clause 21.
If HMRC opens an enquiry into a Claim we submitted, we will handle it for you at no additional charge. If you ask us to handle an enquiry into a claim we did not prepare or submit, we will agree the cost with you first.
A Recovery is paid to you and remains your money. If HMRC later recovers all or part of it, the amount is your liability and you must repay it.
Where HMRC recovers an amount solely because of an error in our work, and you gave us complete and accurate information and complied with your obligations under clause 6, we will indemnify you for the duty or import VAT recovered. Our liability under this paragraph is subject to the limits in clause 20. This paragraph does not apply where the recovery arises from information you gave us that was incomplete or incorrect, from a claim we did not submit, or from a liability you owed HMRC that you had not told us about.
Because we carry out work before we are paid, and because we may become liable to you under clause 14, we assess and monitor the financial standing of the businesses we work with. We may:
Where this involves personal data, we rely on our legitimate interests in managing credit and recovery risk. Searches for monitoring purposes are carried out so as not to affect an individual’s credit rating; we tell you before carrying out any search that would.
The result may affect whether we take on an engagement, its scope, the assurance in clause 14, and whether a Risk Event arises under clause 10. No decision that significantly affects you is taken by automated means alone — a person reviews it, and you may ask us to explain it, give us your view and ask us to reconsider. If the underlying data is wrong, tell us and we will re-run the assessment.
We keep credit assessment records for the duration of the engagement and for six years afterwards, in line with clause 22. You may object to this processing at any time; if you do, we will stop unless we can demonstrate compelling legitimate grounds to continue. We do not share your payment performance with credit reference agencies. More detail is in our Privacy Policy.
We are required by law to identify and verify our clients and to understand their business before we act, and to keep that information up to date. You must give us the information and documents we ask for.
We may decline to act, or suspend work, until those checks are complete. We may also be required by law to make a report about your affairs, and we may be prohibited from telling you that we have done so.
Each of us is a controller of the personal data we process under the Agreement, and each of us complies with UK data protection law. We are a controller in our own right when we act as your representative before HMRC, when we carry out the checks in clauses 15 and 16, and when we keep records to meet our legal obligations. Where we process personal data solely on your instructions, we do so as your processor on written terms.
How we use personal data is set out in our Privacy Policy.
Each of us keeps the other’s confidential information confidential, and uses it only for the purposes of the Agreement. This does not apply to information that is public through no fault of the recipient, or that the recipient is required to disclose by law or by a regulator.
We own the intellectual property in our analysis, calculations, schedules, reports and methodology. You may use them for the purpose of the engagement they were produced for.
Our work is for your use only. If you give it to anyone else, or use it to make a claim other than through us, we accept no responsibility to that person or for the outcome, and clause 12 continues to apply.
Nothing in the Agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.
Subject to that, we are not liable to you for loss of profit, loss of revenue, loss of business or opportunity, or any indirect or consequential loss, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
Subject to the two paragraphs above, our total liability arising out of or in connection with an engagement, including under clause 14, is limited to the total Fees paid and payable to us for that engagement, unless a higher limit is agreed in the Statement of Work.
The practical effect, where we are liable under clause 14, is that we give back what we earned on the engagement. The Recovery itself was paid to you and had the benefit of your use, so repaying it to HMRC remains your liability.
We are not liable for delays caused by HMRC’s own procedures, checks or decisions.
Either of us may end an engagement by giving the other 30 days’ written notice. Either of us may end it immediately if the other commits a material breach that is not put right within 14 days of being asked to do so in writing.
We may suspend work, or decline to continue, if:
If an engagement ends after we have submitted a Claim, or after we have identified a Claim in a schedule provided to you, clauses 9 to 14 continue to apply. Clauses 8, 12, 14, 17, 18, 19, 20 and 25 survive termination.
Nothing in this clause allows us to do anything prohibited by section 233B of the Insolvency Act 1986.
We keep records relating to an engagement for at least six years from its end, or longer where the law requires. We hold documents you give us securely and return or destroy them in line with our retention policy. Ask us if you want your documents returned.
If something has gone wrong, please tell us at support@borderaudit.io or write to us at the address in clause 1. We acknowledge written complaints within three business days and aim to respond fully within 20 business days.
You may not assign or transfer the Agreement without our written consent. We may assign or transfer it to a company that acquires our business, on written notice to you.
The Agreement is the entire agreement between us about its subject matter, and replaces anything said or written beforehand. Nothing in this paragraph limits liability for fraudulent misrepresentation.
A person who is not a party to the Agreement has no right to enforce it. If any provision is found to be unenforceable, the rest continues to apply. A delay in enforcing a right is not a waiver of it.
Neither of us is liable for failure to perform caused by something outside our reasonable control, other than an obligation to pay money.
Notices must be in writing and sent by email to the address each of us has given the other, or by post to the address in clause 1.
The Agreement and any dispute arising out of it, including non-contractual disputes, are governed by the law of England and Wales. Both of us submit to the exclusive jurisdiction of the courts of England and Wales.