Terms & Conditions

The purpose of this schedule is to set out the standard terms of business that apply to all engagements accepted. All work carried out is subject to these terms except where changes are expressly agreed in writing.

 

These standard terms of business are applicable to all types of entities (e.g. companies, LLPs, charities, friendly societies, academies, pension schemes, etc.). Any reference therefore to ‘director’ or ‘company’ should be interpreted as appropriate for the entity type (e.g. partner, trustee, governor, charity, LLP, etc.)

 

1. Professional obligation

 

1.1

As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional registrations, including audit registration where applicable, can be found on our website address stated in Key Facts.

 

1.2

We will observe and act in accordance with the bye-laws and regulations of our professional body (see Key Facts) together with their code of ethics. We accept instructions to act for you on this basis. In particular, you give us authority to correct errors made by HM Revenue & Customs where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

 

2. Professional indemnity insurance

 

2.1

In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of our professional indemnity insurer are provided in Key Facts.

 

3. Investment services

 

3.1

Since we are not authorised by the Financial Conduct Authority, we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by our professional body, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.

 

4. Client monies

 

4.1

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’ Money Regulations of our professional body (see Key Facts).

 

4.2

In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by the bank named in Key Facts for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

 

4.3

If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

 

4.4

We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies, we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.

 

4.5

If the firm is wholly owned and/or controlled by a single member, we are required under the client money regulations to appoint an alternate to administer the client bank account in the event of the death or incapacity of the principal. The alternate appointed by this firm is stated in Key Facts.

 

5. Fees

 

5.1

Our fees are computed on the basis of time spent on your affairs by the principals and our staff, including sub-contractors or consultants where necessary, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation, and other expenses incurred in dealing with your affairs.

 

5.2

If it is necessary to carry out work outside the responsibilities agreed with you for each service, we will advise you in advance. Any additional work will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records, etc. are completed to the agreed stage.

 

5.3

Invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. 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.

 

5.4

It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis.

 

5.5

We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. See Key Facts as to whether we accept settlement of fees by certain credit cards.

 

5.6

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 we shall be entitled to enforce any sums due against the group company or individual nominated to act for you.

 

5.7

Insofar as we are permitted to so by law or by 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.

 

5.8

In the event that we cease to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular, you agree to meet these costs where we are required by law to provide information to a successor firm.

 

6. Retention of papers

 

6.1

You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work, we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. 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 years and 10 months after the end of the tax year.
• Otherwise: 22 months after the end of the tax year.
• Companies, Limited Liability Partnerships, and other corporate entities: six years from the end of the accounting period.

 

6.2

Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must notify us in writing if you wish us to keep any document for a longer period.

 

7. Conflicts of interest and independence

 

7.1

We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to clause 8 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. 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.

 

7.2

During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality below.

 

8. Confidentiality

 

8.1

We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.

 

8.2

You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality, it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

 

8.3

In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

 

8.4

You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.

 

8.5

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.

 

8.6

If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.

 

8.7

We reserve the right, for the purpose of promotional activity, training or other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.

 

8.8

This clause applies in addition to our obligations as to data protection below.

 

9. Quality control

 

9.1

As part of our ongoing commitment to providing a high-quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

 

9.2

When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, see www.hmrc.gov.uk/charter/index.htm. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

 

9.3

We will take account of the steps and checks suggested by HMRC in their ‘Agent Toolkits’. While use of the Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the Toolkits so that, in the unlikely event that HMRC considers any of your tax returns with which we assist to be inaccurate, we will be able to help you demonstrate to HMRC that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed.

 

10. Help us to give you the right service

 

10.1

We are committed to providing you with a high-quality service that is both efficient and effective. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by contacting the principal contact named in Key Facts.

 

10.2

We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with our professional body (see Key Facts).

 

10.3

In order for us to provide you with a high-quality service on an ongoing basis, it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner, and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement schedules. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:

• Your insolvency, bankruptcy, or other arrangement being reached with creditors;
• Failure to pay our fees by the due dates;
• Either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

 

11. Applicable law

 

11.1

This engagement letter is governed by, and construed in accordance with the law as stated in Key Facts. The Courts 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.

 

11.2

If any provision in this Standard Terms of Business or any associated engagement schedules, or its application, are found to be invalid, illegal, or otherwise unenforceable in any respect, the validity, legality, or enforceability of any other provisions shall not in any way be affected or impaired.

 

12. Changes in the law, in practice or in public policy

 

12.1

We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law, public policy, or your circumstances.

 

12.2

We will accept no liability for losses arising from changes in the law or the interpretation thereof, practice, or public policy that are first published after the date on which the advice is given to the fullest extent permitted by applicable law.

 

13. Internet communication

 

13.1

Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. However, internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.

 

13.2

It is the responsibility of the recipient to carry out a virus check on any attachments received.

 

14. Data Protection

 

14.1

To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you/your business/company/partnership/its officers and employees and shareholders (‘personal data’).

 

14.2

In the course of providing services to you and processing personal data, we may disclose personal data to other firms in our network, a regulatory body or a third party. We may use a sub-processor and/or export personal data you supply to us outside the EU/EEA/UK if necessary (subject to your prior written consent, which will not be unreasonably withheld where we are a processor).

 

14.3

We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical, and technical safeguards.

 

14.4

We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where this relates to you.

 

14.5

We will answer your reasonable enquiries to enable you to monitor compliance with this clause.

 

14.6

We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.

 

14.7

You will also ensure that any disclosure of personal data to us complies with such legislation.

15. Limitation of third party rights

 

15.1

Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

 

16. Client identification

 

16.1

In common with other professional services firms, we are required by the Proceeds to Crime Act 2002 and the Money Laundering Regulations 2017 to:

• Maintain identification procedures for clients, beneficial owners of clients, and persons purporting to act on behalf of clients;
• Maintain records of identification evidence and the work undertaken for the client;
• Report, in accordance with the relevant legislation and regulations.

 

17. Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards

 

17.1

Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA.

 

17.2

If requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations.

 

18. General Limitation of liability

 

18.1

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.

 

18.2

You will not hold us, our principal(s)/director(s), shareholders and staff, responsible for any loss suffered by you arising from any misrepresentation supplied to us orally or in writing.

 

19. Intellectual property rights and use of our name

 

19.1

We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.

 

20. Draft/interim work or oral advice

 

20.1

Final written work products will always prevail over any draft, interim or oral statements.

 

21. Interpretation

 

21.1

If any provision of our engagement letter or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of this contract.

 

22. Internal disputes within a client

 

22.1

If we become aware of a dispute between the parties who own the business, or who are in some way involved in its ownership and management, it should be noted that our client is the business unless we have agreed otherwise.

 

23. Disengagement

 

23.1

If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

 

23.2

We reserve the right to charge an administration fee for the supply of information that we have previously supplied to you.

 

24. Period of Engagement and termination

 

24.1

Unless otherwise agreed in the engagement covering letter, our work will begin when we receive your implicit or explicit acceptance of that letter.

 

24.2

Each of us may terminate this agreement by giving not less than 3 months’ 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.

 

24.3

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.

 

25. Implementation

 

25.1

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