Terms & Conditions
These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in a separate letter/letters of engagement.
1. These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in a separate letter/letters of engagement.
2. The Engagement Letter, the Schedule of Services and our Terms and Conditions of business together form the contract between parties and are governed by, and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Engagement Letter, Schedule of Services or Terms and Conditions and any matters arising from them. 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.
Authorisation and Registration
3. The businesses listed in the footer below are registered with ACCA as chartered certified accountants and can be found on the register of members at “www.accaglobal.com”:http://www.accaglobal.com/general/finding/
4. We are registered as auditors by the Association of Chartered Certified Accountants in the UK and details of our registration can be found at www.auditregister.org.uk or at “www.accaglobal.com”:http://www.accaglobal.com/general/finding/ Alternatively you can contact us and we will be pleased to give you this information.
Bribery Act 2010
5. In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its partners and staff from offering or receiving bribes.
6. We may, from time to time, 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 Clients’ Monies Rules of the Association of Chartered Certified Accountants. These rules can be found on the ACCA website at “www.accaglobal.com”:http://www.accaglobal.com/en.html
7. Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.
Commissions or Other Benefits
8. In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you. Where this happens we will notify you of the amount and terms of payment. The same will apply where the payment is made to or transactions are arranged by a person or business connected with ours.
9. Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
10. 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 through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which 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 bear 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 paper mail, other than where electronic submission is mandatory.
11. 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.
12. Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
13. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms
14. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
Conflicts of Interest
15. We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
16. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. 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.
Contracts (Rights of Third Parties) Act 1999
17. 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 Engagement Letter, Schedule of Services and Terms and Conditions that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
General Data Protection Regulation
18. We confirm that we will comply with the provisions of the General Data Protection Regulation when processing personal data about you and your family. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.
19. Should we resign or be requested to resign a disengagement letter will be issued to ensure that our respective responsibilities are clear.
20. If we have tried and failed to make contact with you for a period of four months or more we may issue a disengagement letter and hence cease to
21. We are bound by the ethical guidelines of the Association of Chartered Certified Accountants, and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be seen at “www.accaglobal.com”:www.accaglobal.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
22. It is our normal practice to ask clients to pay by monthly direct debit and to periodically adjust the monthly payment by reference to actual billings for additional ad-hoc work which will be carried out under Extra Work Orders (EWO). Appendix 1 – Summary of Services, attached to our engagement letter, gives the agreed fees for services provided for the 12 month term. A new service schedule will be sent annually to confirm fees for the following year which will continue on a monthly payable rolling basis until such a time that written cancellation notice is received.
23. In the first 12 month term, if you accept our services part way through your financial period, we will agree with you that either a one off payment will be made or a monthly payment will be made until the end of the first 12 month term, that will cover the entire fixed fee for the first contract term ie by the end of your financial year. Thereafter any fees will move onto the agreed monthly rate to be paid covering the next full 12 month term. On commencement of services at least 6 months fees should have been paid prior to your financial year end before services can commence.
24. You have the right to cancel our arrangement at any time within a 12 month term giving one month’s written notice. Fees paid during a 12 month term are non-refundable regardless of whether or not any work has been carried out.
25. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events or any changes. 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.
26. 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.
27. If we provide you with an estimate of our fees for any specific additional work this will be in the format of an Extra Work Order (EWO) which you will need to sign before the work is carried out and may require a specific letter of engagement.
28. In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such assurance 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.
29. For clients not on a monthly Direct Debit agreement we will raise invoices upon completion of any work undertaken on your behalf. Payment, preferably by BACS, will be due within 30 days from date of invoice. For clients on our Direct Debit scheme we will invoice you for any Extra Work Orders (EWO) or for any new and additional services provided and not paid for by Direct Debit, which will be due for payment within 30 days of date of invoice. You will always be given 10 working days’ notice of amounts to be taken by direct debit and are subject to the normal direct debit guarantees. We may periodically adjust the monthly payment by reference to actual billings.
30. 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.
31. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
32. We reserve the right to charge interest on late paid invoices at the rate of 2% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. 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.
33. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.
34. If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual, or parent company, giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
35. In the case of a dispute over the level of fees charged we reserve the right to require that the matter is dealt with through arbitration. We recommend that arbitration is undertaken by the fee arbitration service provided by ACCA for members. The fee arbitrator will be appointed by the ACCA president; the fee will be as negotiated with the ACCA arbitrator.
36. The advice which we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.
37. We will provide the professional services outlined in our Engagement Letter, Schedule of Services and our Terms and Conditions, which form the basis of our agreement, with reasonable care and skill. We 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 from the failure by you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities.
38. There are no Third Parties that we have agreed should be entitled to rely on the work done pursuant to this engagement letter.
39. We will only assist with implementation of our advice if specifically instructed in writing.
Intellectual property rights
40. 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.
41. If any provision of the Engagement Letter, Schedule of Services or our Terms and Conditions are held to be void, then that provision will be deemed not to form part of this contract.
42. In the event of any conflict between the Engagement Letter, Schedule of Services or our Terms and conditions the relevant provision in the Engagement Letter or Schedule of Services will take precedence.
43. If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and 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 business address for the attention of the Owner/s or Director/s. If conflicting advice, information or instructions are received from different Owner/s or Director/s in the business we will refer the matter back to the Owner/s or Director/s and take no further action until the Owner/s or Director/s have agreed the action to be taken.
44. Investment business is regulated under the Financial Services and Markets Act 2000.
45. If, during the provision of professional services to you, you require advice on investment business which we are unable to give as we are not authorised by the Financial Conduct Authority we can introduce you a suitable independent Permitted Third Party (PTP).
46. The PTP will issue you with their own terms and conditions letter, will be remunerated separately for their services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000.
47. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.
48. Insofar as 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.
Limitation of liability
49. We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
50. +*Exclusion of liability for loss caused by others*+
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to 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 due to a failure to act on our advice or a failure to provide us with relevant information.
51. +*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 this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
52. +*Exclusion of liability relating to the discovery of fraud etc.*+
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 wrongly misrepresented to us or from fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
53. On termination of our services you agree that we will not be liable for any loss, howsoever arising, in connection with our ceasing to provide services to you.
54. +*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 un-authorised disclosure 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.
55. +*Limitation of aggregate liability*+
Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of the companies, listed in the footer, their partners/directors or agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.
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.
The Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017
56. In accordance with the Proceeds of Crime Act 2002 and The Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017, you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).
57. You also acknowledge that we are required to report directly to the NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.
58. As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
59. Copies of such records will be maintained by us for a period of at least five years after we cease to act for the business.
60. We shall not be treated as having notice, for the purposes of our accounts or tax responsibilities, of information provided to members of our firm other than those engaged on the specific assignment (for example, information provided in connection with accounting, taxation and other services). For the purpose of clarity this means that the client needs to ensure any notices from them should be communicated to each service area that we perform services for individually (eg taxation, payroll, accounting). Notices and changes should be communicated in written format.
Period of Engagement and Termination
61. Unless otherwise agreed in the engagement covering letter 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.
62. Each of us may terminate this agreement by giving not less than one calendar month 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 HMRC 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.
63. The contract price is fixed for a year and in the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time and complete our undertakings for the period. If at your request our services are no longer required during the contract period any payments made in advance will be forfeited regardless as to whether or not we have carried out any works during the contract period. If 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.
Provision of Services Regulations 2009
64. In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices
Quality of Service
65. We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know by contacting the Managing Director.
66. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may take up the matter with the Association of Chartered Certified Accountants.
Reliance on Advice
67. 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.
Retention of Records
68. 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 affairs. We will return any original documents to you if requested. Documents and records relevant to your affairs are required by law to be retained as follows:
*Individuals, trustees and partnerships*
* with trading or rental income: 5 years and 10 months after the end of the tax year;
* otherwise: 22 months after the end of the tax year; Companies, LLPs and other corporate entities
* 6 years from the end of the accounting period;
69. Whilst certain documents may legally belong to you we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period.
70. Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.
71. If it is proposed that any documents or statement which refer to our name, are to be circulated to third parties, please consult us before they are issued.
72. The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.
73. The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us.
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