Last rev 19/09/2007
In accordance with the recommendations of my professional
body, the Association of Accounting Technicians, the following
confirms the basis on which I provide services to my clients
so as to avoid any misunderstandings of our respective
responsibilities.
Nature of services – see
at end for detailed explanation of these services
A. ANNUAL ACCOUNTS – SOLE TRADERS/PARTNERSHIPS
B. ANNUAL ACCOUNTS – LIMITED COMPANIES
C. PERSONAL TAX – INDIVIDUALS/SOLE TRADERS/PARTNERS
D. PARTNERSHIP TAX
E. CORPORATION TAX
F. PAYROLL PREPARATION, P.A.Y.E. AND N.I. RETURNS
G. VAT RETURNS
H. MANAGEMENT ACCOUNTS
I. MAINTAINING ACCOUNTING RECORDS
Anti money laundering legislation
All accountants must comply
with onerous duties imposed by the Proceeds of Crime Act
2002, the Terrorism Act 2000 and the Money Laundering Regulations
2003 (the “Anti
Money Laundering Legislation”), which are intended
to inhibit the activities of terrorists and other criminals
by denying them access to technical expertise. If I fail
to perform these duties, I risk imprisonment.
Before I accept your instructions, I may need to obtain ‘satisfactory
evidence’ to confirm your identity. In certain circumstances,
I may need to obtain evidence confirming the identities
of third parties, the source of any funds or other property,
the purpose of any instructions or any other matter. I may
also need to obtain such evidence after I have begun to
act on your instructions.
I assume that my clients are honest and law abiding. However,
if at any time, there appear to be grounds to suspect (even
if I do not actually suspect) that your instructions relate
to ‘criminal property’, I aM obliged to make
a report to the National Criminal Intelligence Service (“NCIS”),
but I am prohibited from telling you that I have done
so.
In such circumstances, I must not act on your instructions
without consent from NCIS. If NCIS do not refuse consent
within 7 working days I may continue to act. If NCIS issue
a refusal within that time, I must not act for a further
31 days from the date of the refusal.
‘Criminal property’ is
property in any legal form, whether money, real property,
rights or any benefit derived from criminal activity. It
does not matter who carried out the criminal activity or
how removed the property is from the original crime. Even
if you are honest in your dealings, if your property represents
a benefit from someone else’s
crime, I must still make a report.
Activity is considered ‘criminal’ if
it is a crime under UK law, no matter how trivial, and whether
carried out in the UK or abroad. For example, tax evasion
is a criminal offence but an honest mistake is not.
Fees
My fees are as detailed on the separate page, and are
agreed with clients on an individual basis, taking into account
the services they require. Standard payment terms are
14 days.
Ownership of records
In the event of non-payment of my fees for services rendered,
I may exercise a particular right of lien over the books
and records in my possession and withhold the documents
until such time as payment of my invoice is received
in full.
File destruction
Whilst certain documents may legally belong to you, unless
you tell me not to, I intend to destroy correspondence
and other papers that I store which are more than seven
years old, other than documents which I think may be
of continuing significance. If you require the retention
of any document, you must notify me of that fact in writing.
Ethical guidelines
I will observe the ethical guidelines of the Association
of Accounting Technicians and accept instructions to
act for you on the basis that I will act in accordance with
those guidelines. A copy of these guidelines will be
supplied to you on request.
Customer service
I am committed to providing a high standard of customer
service. If you have any ideas as to how my service
to you could be improved, or if you are dissatisfied with
the service you are receiving, please let me know. In
the event that you have a complaint, I will look into this
carefully and promptly and do all I can to explain the
position to you or address your concerns. If you are
still not satisfied you may of course make a complaint to
the Association of Accounting Technicians.
Third parties
All accounts, statements and reports prepared by us are
for your exclusive use within your business or to meet specific
statutory responsibilities. They should not be shown
to any other party without my prior consent.
No third party shall acquire any rights pursuant to my
agreement to provide professional services.
Applicable law
This engagement letter is governed by, and construed in
accordance with, English law. The Courts of England will
have exclusive jurisdiction in relation to any claim, dispute
or difference concerning this engagement letter and any matter
arising from it. Each party irrevocably waives any right
it may have 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.
Disclaimer
I will not be liable for any loss suffered by you or any
third party as a result of my compliance with the Anti
Money Laundering Legislation or any UK law or at all.
Agreement of terms
Terms will be deemed to be agreed on commencent of engagement.
Either party may vary or terminate my authority to act
on your behalf at any time without penalty. Notice of
termination must be given in writing.
A. ANNUAL ACCOUNTS – SOLE TRADERS/PARTNERSHIPS
Your responsibility for the preparation of accounts
1. You will make available to me, as and when required,
all the accounting records and related financial information
necessary for the compilation of the accounts. You will make
full disclosure to me of all relevant information. The accounts
need to be approved by you before I am able to issue my
report.
2. You are responsible for ensuring that, to the best of
your knowledge and belief, financial information, whether
used by the business or for the accounts, is reliable. You
are also responsible for ensuring that the activities of
the business are conducted honestly and that its assets are
safeguarded, and for establishing arrangements designed to
deter fraudulent or other dishonest conduct and to detect
any that occur.
3. You are responsible for ensuring that the business complies
with the laws and regulations applicable to its activities,
and for establishing arrangements designed to prevent any
non-compliance with laws and regulations and to detect any
that occur.
My responsibilities for the preparation of accounts
1. I will compile your annual accounts based on the accounting
records and the information and explanations given to me
by you. I shall prepare draft annual accounts for your approval.
2.
I will advise you as to the adequacy of your records for
preparation of the annual accounts and make recommendations
for improvements which I consider necessary. I shall
not be responsible if, as a result of you not taking my
advice, you incur losses or penalties.
3. I will use reasonable
skill and care in the preparation of your accounts but
will not be responsible for errors arising from incorrect
information supplied by you.
4. I will report, with any variations that I consider
may be necessary, that in accordance with your instructions
and in order to assist you to fulfil your responsibilities,
I have compiled, without carrying out an audit, the accounts
from your accounting records and from the information and
explanations supplied to me.
5. I have a professional duty to compile accounts which
conform with generally accepted accounting principles. Where
I identify that the accounts do not conform to accepted
accounting principles, or if the accounting policies adopted
are not immediately apparent, this will be made clear in
my report, if it is not clear in the accounts.
B. ANNUAL ACCOUNTS – LIMITED COMPANIES
Responsibilities of Directors
As directors of a company, under s221 of the Companies Act
1985 you are responsible for ensuring that the company maintains
proper accounting records and for preparing accounts set
out in s249A of the Act, and for determining whether, in
respect of the period, the exemption is not available for
any of the reasons set out in section 249B.
You will keep
records of sales invoices, purchase invoices, receipts and
payments, together with any other documents relating to the
company’s transactions and activities.
It will also be necessary for you to provide a record of
stock at the company’s year end.
A private company is
required to file its accounts at Companies House within
10 months of the year end. The company will be liable to
a fine if it fails to do so. In order to avoid this I will
produce statutory accounts, suitable for filing, within the
required period, provided all your records are complete and
presented to me within five months of the year end, and all
subsequent queries are promptly and satisfactorily answered.
You
may require me to act as your agent and to:
(a) submit the accounts to the Registrar of Companies;
(b) complete and submit the company’s annual return;
(c) complete and submit any other forms required by law to
be filed at Companies House, provided that you keep us fully
informed of any relevant changes or events which are required
to be notified to Companies House, within one week of the
change or event; and
(d) maintain the statutory books.
Responsibility of the accountants
In relation to the accounts, I will prepare the company’s
accounts on the basis of the information that is provided
to me. I will also draft the accounts in accordance with
the provisions of the Companies Act, and related Accounting
Standards for approval by the Board.
Should my work lead me to conclude that the company is
not entitled to exemption from an audit of the accounts,
or should I be unable to reach a conclusion on this matter,
then I will advise you of this.
Where instructed to prepare your financial statements, I
can carry out the following accounting and other services:
(a) write up the accounting records of the company insofar
as they are incomplete when presented to me;
(b) complete the postings to the nominal ledger; and
(c) prepare the accounts for approval by yourselves.
Otherwise,
you may agree that you or your staff will:
(a) keep the records of receipts and balances;
(b) reconcile the balances monthly with the bank statements;
(c) post and balance the purchase and sales ledgers;
(d) extract a detailed list of ledger balances; and
(e) prepare details of the annual stocktaking, suitably
priced and extended in a form which will enable me to verify
the prices readily by reference to suppliers’ invoices.
Or
(f) provide me with a copy of the valuation produced by
your independent stocktakers.
And
(g) prepare details of work-in-progress at the accounting
date and make available to me the documents and other information
from which the statement is compiled.
You/your management are responsible for the detection of
irregularities and fraud.
I would emphasise that I cannot
undertake to discover any shortcomings in your systems
or any irregularities on the part of your employees or others,
although I will advise you of any such circumstances that
I encounter in preparing your accounts, unless prohibited
from doing so by the Anti Money Laundering Legislation.
I will report, with any variations that I consider may
be necessary, that in accordance with your instructions and
in order to assist you to fulfil your responsibilities, I
have compiled, without carrying out an audit, the accounts
from your accounting records and from the information and
explanations supplied to me.
I have a professional duty to compile accounts which conform
with generally accepted accounting principles. Furthermore,
the accounts of a limited company are required to comply
with the Companies Act 1985 and applicable accounting standards.
Where I identify that the accounts do not conform to accepted
accounting principles, or if the accounting policies adopted
are not immediately apparent, this will be made clear in
my report, if it is not clear in the accounts.
C. PERSONAL TAX – INDIVIDUALS AND SOLE TRADERS
Spouses are legally responsible for their own tax affairs
and should be dealt with independently. However, if both
spouses wish I can disclose to your spouse such details
of your financial affairs as are required to consider your
combined tax position.
(a) I shall be pleased to act as your
personal tax advisers in the UK.
(b) I will prepare your personal income tax and capital
gains tax return together with all supporting schedules and
prepare/check the Inland Revenue’s calculation of your
self-assessment of tax and Class 4 National Insurance contributions.
(c) I will forward to you your tax return form and supporting
schedules for your approval and signature. Once the approval
signed by you is returned to me, I will submit it with the
computations to the Inland Revenue. You authorise me to file
the return electronically under the Inland Revenue Electronic
Lodgement Service.
(d) I will advise you as to amounts of tax and National
Insurance contributions to be paid and the dates by which
you should make the payments, including payments on account
and the balancing payment, and if appropriate I will initiate
repayment claims when tax and national insurance contributions
appears to have been overpaid.
(e) I will deal with the Inland Revenue regarding any amendments
required to your return and prepare any amended returns which
may be required.
(f) I will advise as to claims and elections arising from
the tax return and from information supplied by you and,
where instructed by you, I will make such claims and elections
in the form and manner required by the Inland Revenue.
(g) You may ask me to undertake all correspondence with
the Inland Revenue on your behalf. To avoid any problems
would you please send to us any forms or correspondence received
from the Inland Revenue as soon as you receive them. In particular
would you please ensure that no payments are made to the
Inland Revenue without our confirmation that the demands
are correct.
(h) The Inland Revenue has powers to charge both interest
and penalties if there is a delay in submitting a tax return.
Such charges are automatic if the tax return is submitted
after 31st January following the end of the tax year, or
if any payments are made after the respective due dates.
(i) It is therefore important that all details required
for the preparation of your tax return are forwarded to me
as soon as possible after 5th April each year and by 30th
September at the latest. If the information is received after
that date, I will not accept responsibility for any penalties
or surcharges charged by the Inland Revenue.
(j) The Inland Revenue audits a number of tax returns each
year, many of these audits are the result of a random selection.
Assistance in respect of such an audit beyond the answering
of straightforward queries regarding entries on the tax return
is additional work and will result in separate charges. I
will keep you fully informed before undertaking any extra
work in respect of such an audit.
(k) I will provide my professional services outlined in
this letter with reasonable care and skill. However, I
will not be responsible for any losses, penalties, surcharges,
interest or additional tax liabilities arising from the
supply by you or others of incorrect or incomplete information,
or your or others’ failure to supply any appropriate
information or your failure to act on our advice or respond
promptly to communications from me or the tax authorities.
(l) You agree that I can approach such third parties as
may be appropriate for information that I consider necessary
to deal with your affairs.
(m) I will submit a form 64-8 to the Inland Revenue, which
authorises the Inland Revenue to send me copies of formal
notices. In practice, the Inland Revenue will treat this
as authority to correspond with me, in which case they will
not correspond with you except to the extent that they are
formally required to do so. However, this authority does
not apply to all Inland Revenue correspondence, and even
where it does, the Inland Revenue sometimes overlook it.
You should therefore always send mr the originals or copies
of all communications you receive from the Inland Revenue.
D. PARTNERSHIP TAX
(a) I will prepare the income tax and capital gains tax
computations based on the partnership accounts from the accounting
records and other information and explanations provided by
you.
(b) I will prepare the firm’s annual partnership
return, including the partnership statement of total income,
gains, losses, tax credits and charges of the firm for each
period of account ending in the return period.
(c) I will forward to you your tax return form and supporting
schedules for your approval and signature. Once the approval
signed by you is returned to me, I will submit it with the
computations to the Inland Revenue. You authorise me to file
the return electronically under the Inland Revenue Electronic
Lodgement Service.
(d) I will deal with the Inland Revenue regarding any amendments
required should the partnership self-assessment tax return
be challenged.
(e) I will advise as to claims and elections arising from
the tax return and from information supplied by you and,
where instructed by you, I will make such claims and elections
in the form and manner required by the Inland Revenue.
(f) I will deal with all communications relating to the
partnership return addressed to us by the Inland Revenue
or passed to me by you. However, if the Inland Revenue choose
the partnership tax return for enquiry, this work will be
the subject of a separate assignment and I will seek further
instructions from you. Assistance in respect of such an enquiry
beyond the answering of straightforward queries regarding
entries on the tax return is additional work and will result
in separate charges. I will keep you fully informed before
undertaking any extra work in respect of such an enquiry.
(g) If you have asked me to undertake all correspondence
with the Inland Revenue on the partnership’s behalf,
please send to me any forms or correspondence received
from the Inland Revenue as soon as you receive them.
(h) The Inland Revenue have powers to charge both interest
and penalties if there is a delay in submitting a tax return.
Such charges are automatic if the tax return is submitted
after 31st January following the end of the tax year. For
partnership penalties, the amount due is multiplied by the
number of partners. Delays in submitting the partnership
return may also have an effect on the returns of all the
partners, with the possibility of penalties, interest and
surcharges being payable by each individual partner.
(i) It is therefore important that all details required
for the preparation of your tax return are forwarded to me
as soon as possible after 5th April each year and by 30 September
at the latest. If the information is received after that
date, I will not accept responsibility for any penalties
or surcharges charged by the Inland Revenue.
(j) You agree that I can approach such third parties as
may be appropriate for information that I consider necessary
to deal with your affairs and undertake to authorise such
third parties to communicate directly with us.
(k) I will submit a form 64-8 to the Inland Revenue, which
authorises the Inland Revenue to send me copies of formal
notices. In practice, the Inland Revenue will treat this
as authority to correspond with me, in which case they will
not correspond with you except to the extent that they are
formally required to do so. However, this authority does
not apply to all Inland Revenue correspondence, and even
where it does, the Inland Revenue sometimes overlook it.
You should therefore always send me the originals or copies
of all communications you receive from the Inland Revenue.
E. CORPORATION TAX
I will prepare, in respect of each accounting period of
the company, a computation for corporation tax purposes adjusted
in accordance with the provisions of the Taxes Acts. I will
also prepare the corporation tax return (form CT600) required
under the Corporation Tax Self Assessment regulations. The
corporation tax return, together with the supporting corporation
tax computations, will be sent to you for approval and signature
prior to submission to the Inspector of Taxes.
It should be recognised that in law a taxpayer cannot contract
out of their fiscal responsibilities and that computations
and return forms are prepared by us as agent for the company.
You are legally responsible for making correct returns and
for payment of tax on time. If I ask you for information
to complete the tax return and it is not provided within
the time-scale requested, so that the preparation and submission
of the return are delayed, I accept no responsibility for
any penalty or interest that may arise.
I will advise you of the corporation tax payments to which
the company will be liable, together with the due date of
payment. You must inform me immediately if the company pays
or receives any interest or makes any other payment, or transfers
any asset to any shareholder.
Where necessary I will deal with any queries raised by
the Inspector of Taxes and negotiate with the Revenue on
any question of taxation interest or penalties which may
arise.
To enable me to carry out my work you agree:
(a) to make a full disclosure to us of all sources of income,
charges, allowances and capital transactions and to provide
full information necessary for dealing with the company’s
affairs. I will rely on the information and documents
being true, correct and complete;
(b) to respond quickly and fully to my requests for information
and to other communications from me;
(c) to provide me with information in sufficient time for
the company’s self-assessment tax return to be completed
and submitted by the due date. In order to do this, I need
to receive all relevant information by 6 months after the
end of the company’s accounting year end.
(d) to forward to me on receipt copies of all statements
of account, letters and other communications received from
the Inland Revenue to enable me to deal with them as may
be necessary within the statutory time limits.
You agree that I can approach such third parties as may
be appropriate for information that I consider necessary
to deal with your affairs and undertake to authorise such
third parties to communicate directly with me.
I will submit a form 64-8 to the Inland Revenue, which
authorises the Inland Revenue to send me copies of formal
notices. In practice, the Inland Revenue will treat this
as authority to correspond with me, in which case they will
not correspond with you except to the extent that they are
formally required to do so. However, this authority does
not apply to all Inland Revenue correspondence, and even
where it does, the Inland Revenue sometimes overlook it.
You should therefore always send me the originals or copies
of all communications you receive from the Inland Revenue.
F. PAYROLL PREPARATION, P.A.Y.E. AND N.I.
Payroll and year end returns
In order for me to prepare your payroll and year end returns
I will require the following information from you:
(a) Personal details of all employees (i.e., name, NI number,
home address, etc.).
(b) All P45s received by you.
(c) If any casual labour is taken on, you are required to
operate P46 procedures.
Completed P46 forms should be passed to us for processing.
(d) Notification within two weeks of any employee who is
ill for four or more calendar days, including weekends, bank
holidays etc. This will enable me to operate statutory sick
pay for you.
(e) Notification of any employee who becomes pregnant. This
will enable me to operate statutory maternity pay.
(f) Details of any money or benefits made available to employees
by you or by a third party through you.
(g) Hours worked, rates of pay, bonuses etc.
(h) Notification of employees engaged by you or leaving your
employment.
(i) Any notice of coding received by you.
The end of year payroll returns must be received by the
Inland Revenue by 19th May following the end of the tax year
otherwise penalties will be levied. There may also be interest
payable if the final tax and National Insurance payment,
due by 19th April following the end of the tax year, is late.
I cannot guarantee to have the returns etc. completed in
time to meet this deadline unless I have all the relevant
information within 10 working days of the end of the tax
year.
I will assist in the preparation and submission of PAYE
returns as required by the authorities concerned. However,
it should be understood that my appointment as your agent
does not absolve the company or its directors from their
statutory responsibilities.
I would draw your attention
to the strict rules and time limits for the submission
of such returns and the substantial penalties which may arise
if these are not observed. It is therefore essential that
I receive full information from you promptly to enable
me to ensure that the returns are made on a timely basis.
Completed returns will be sent to you for approval and signature
prior to submission on the company’s behalf.
P11D benefits for directors*/officers* and higher paid employees*
If you have asked me to prepare forms P11D for your approval,
I will require details of all benefits, perks or reimbursed
expenses received by the directors*/officers*/higher paid
employees.* (Note. A higher paid employee is someone who
received (at the current level) at least £8,500 pa
including the taxable value of benefits, perks and reimbursed
expenses.)
There are penalties for the late submission of forms P11D.
In order to avoid these, you must ensure that I receive
complete and accurate details of all benefits and expenses
for the tax year (NB: not accounts year) within 14 days of
the end of the tax year.
Subcontractors
You may wish me to be responsible for operating the Construction
Industry Scheme for the subcontractors you engage. In order
for me to do this, I will require the following information
from you:
(a) written confirmation that you have inspected the registration
card (CIS 4) or tax certificate (CIS 5 or 6) for each subcontractor;
and
(b) details of any own materials used.
As detailed above, I have agreed to operate your payroll/P11D/subcontractors’*
system. I can also offer you advice in the following related
areas:
year end returns P14/P60 and P35;*
casual labour P46;*
subcontractors;*
benefits for employees and directors.*
G. VAT RETURNS
You may require me to undertake the completion of your VAT
returns. I cannot be held responsible for any penalties
or default surcharges arising from the late submission of
VAT returns. However, I will endeavour to meet the relevant
deadlines if I receive all the company’s VAT records
within 14 days of the end of the VAT return period. You have
undertaken that you/your staff will ensure that:
(a) all relevant VAT records are forwarded to me within
14 days of the end of the VAT return period;
(b) valid VAT invoices are received for all payments where
VAT is being reclaimed;
(c) the VAT rating of supplies is correctly dealt with, i.e.
between positive and zero rates and exempt supplies;
(d) I am notified in writing of any positive-rated own
consumption;
(e) any input VAT on non-business expenditure is clearly
marked on supporting invoices;
(f) I am notified each quarter of any payments to or
for the benefit of directors or staff for fuel used for private
mileage, together with the business mileage for each such
person, for each quarter;
(g) all supplies made by the business are shown in the records
made available to me.
Otherwise,
You/your staff will be responsible for completing and submitting
VAT returns. I will not be responsible for checking the
VAT treatment of supplies made, i.e. between positive and
zero rates, and exempt supplies unless specifically requested
in writing to make a detailed review. I will, however, ensure
that the sales figure in your accounts is reconciled to your
VAT returns submitted, provided you:
(a) let me have copies of all returns submitted; or,
(b) complete my VAT return form which I will forward to
you on request.
Similarly, I will not specifically check the deductibility
of input VAT and the validity of supporting invoices unless
specifically requested in writing to carry out a detailed
review.
Or
At the time of this letter you are not VAT registered. If
registration becomes necessary, I will endeavour to ensure
that you register in time provided that:
(a) you notify me in writing within 14 days of the end of
each month of the total value of supplies you have made in
that month; and
(b) you notify me immediately in writing if the value of
taxable supplies that you will make in the next 30 days is
likely to exceed the annual registration limit then in force.
It should be understood that my appointment as your agent
does not absolve the company or its directors from their
statutory responsibilities. I would draw your attention
to the strict rules and time limits for the submission of
such returns and the substantial penalties which may arise
if these are not observed. It is therefore essential that
I receive full information from you promptly to enable me
to ensure that the returns are made on a timely basis. Completed
returns will be sent to you for approval and signature prior
to submission on the company’s behalf
H. MANAGEMENT ACCOUNTS
This involves me in completing the writing up of your books
and records, insofar as they are incomplete when presented
to me, from the information and explanations supplied to
me and preparing draft accounts therefrom for your approval.
I understand that you have agreed that your staff will
be responsible for:-
(a) maintaining records of all receipts and payments of
cash;
(b) reconciling cash book balances monthly/quarterly* with
the bank statements;
(c) posting and balancing the purchase and sales ledgers;
and
(d) extracting a detailed list of ledger balances.
You will also provide estimates of any stocks at the end
of each period.
You understand that I will not be carrying out an audit
and accordingly will not verify the assets and liabilities
of the business, nor the items of expenditure and income.
To carry out an audit would require additional work to comply
with generally accepted auditing standards which I are not
authorised to carry out.
I would emphasise that we cannot undertake to discover
any shortcomings in your systems or any irregularities on
the part of your employees or others, although I will advise
you of any such circumstances that I encounter in preparing
your accounts.
The accounts are prepared for your exclusive use within
your business. They should not be shown to any other party
without our prior consent. To ensure that anyone reading
the accounts is aware that I have not carried out an audit,
i will annex to the accounts a short report. This report
must remain attached to any accounts shown to any other parties.
These accounts are not suitable for submission within the
self-assessment tax return, or for summary thereon.
I. MAINTAINING ACCOUNTING RECORDS
You may require me to carry out some or all of the following
accounting and other services:
(a) keep the records of receipts, payments and balances;
(b) reconcile the balances monthly with the bank statements;
(c) post and balance the purchase and sales ledgers;
(d) extract a detailed list of ledger balances;
(e) prepare details of the annual stocktaking and work in
progress, suitably priced and extended in a form which will
enable us to verify the prices readily by reference to suppliers’ invoices;
(f) complete the postings to the nominal ledger; and
(g) prepare the accounts for approval by yourselves.
You/your management are responsible for the detection of
irregularities and fraud. I would emphasise that I cannot
undertake to discover any shortcomings in your systems or
any irregularities on the part of your employees or others,
although I will advise you of any such circumstances that
I encounter.
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