1 Applicable Law
Our engagement letter, the schedule of services and our standard
terms and conditions of business 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 and any matter arising from it. Each party irrevocably
waives any right to object to any action being brought in those
Courts, to claim that the action has been brought in an
inappropriate forum, or to claim that those Courts do not have
jurisdiction.
2 Client Identification
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.
3 Commissions and other benefits
In some circumstances we may receive commissions and/or other
benefits for introductions to other professionals or in respect of
transactions which we arrange for you. Where this happens we will
notify you in writing of the amount and terms of payment and receipt
of any such commissions or benefits. The same will apply where the
payment is made to or the transactions are arranged by a person or
business connected with ours. The fees you would otherwise pay will
not be reduced by the amount of commissions or benefits.
4 Complaints
We are committed to providing you with a high quality service that
is both efficient and effective. However, should there be any cause
for complaint in relation to any aspect of our service please
contact Alys Stuart. We agree to look into any complaint carefully
and promptly and do everything reasonable to put it right. If you
are still not satisfied you can refer your complaint to our
professional body, The Association of Accounting Technicians.
5 Confidentiality
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. We may, on
occasional, subcontract work on your affairs to other tax or
accounting professionals. The subcontractors will be bound by our
client confidentiality terms. We reserve the right, for the purpose
of promotional activity, training or for similar business purpose,
to mention that you are a client. As stated above we will not
disclose any confidential information.
6 Conflicts of interest
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 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. If this arises, we will
inform you promptly. 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.
7 Data Protection
We confirm that we will comply with the provisions of the Data
Protection Act 1998 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.
8 Disengagement
Should we resign or be requested to resign we will normally issue a
disengagement letter to ensure that our respective responsibilities
are clear. Should we have no contact with you for a period of 6
months or more we may issue to your last known address a
disengagement letter and thereafter cease to act.
9 Electronic and other communication
Unless you instruct us otherwise we may 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. 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 accept in
return for greater efficiency and lower costs.If you do not wish to
accept these risks please let us know and we will communicate by
hard copy, other than where electronic submission is mandatory. Any
communication by us with you sent through the post is deemed to
arrive at your postal address two working days after the day that
the document was sent.
10 Fees and payment terms
Our fees may depend not only upon the time spent on your affairs but
also on the level of skill and responsibility and the importance and
value of the advice that we provide, as well as the level of risk.
If we provide you with an estimate of our fees for any specific
work, then the estimate will not be contractually binding unless we
explicitly state that that will be the case. Where requested we may
indicate a fixed fee for the provision of specific services or an
indicative range of fees for a particular assignment. It is our
practice to review fixed fees on a regular basis. If it becomes
apparent to us, due to unforeseen circumstances, that a fee quote is
inadequate, we reserve the right to notify you of a revised figure
or range and to seek your agreement thereto. In some cases, you may
be entitled to assistance with your professional fees, particularly
in relation to any investigation into your tax affairs by HMRC.
Assistance may be provided through insurance policies you hold or
via membership of a professional or trade body. Other than where
such insurance was arranged through us you will need to advise us of
any such insurance cover that you have. You will remain liable for
our fees regardless of whether all or part are liable to be paid by
your insurers. We will bill monthly and our invoices are due for
payment within 7 days of issue. VAT will not be added as we are not
VAT registered. 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. Examples include,
but are not limited to, software subscriptions; travel to a client’s
premises at the client’s request; postage for returning
documentation at the client’s request, unless agreed otherwise or
stated as included with services. Unless otherwise agreed to the
contrary our fees do not include the costs of any third party,
counsel or other professional fees. We reserve the right to charge
interest on late paid invoices at the rate of 5% 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. 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.
11 Implementation
We will only assist with implementation of our advice if
specifically instructed and agreed in writing.
12 Intellectual property rights
We will retain all copyright in any document prepared by us during
the course of carrying out the engagement save where the law
specifically provides otherwise.
13 Interpretation
If any provision of this engagement letter, schedules of services or
standard terms and conditions is held to be void, then that
provision will be deemed not to form part of this contract and the
remainder of this agreement shall be interpreted as if such
provision had never been inserted. In the event of any conflict
between these standard terms and conditions and the engagement
letter or schedules of services, the relevant provision in the
engagement letter or schedules will take precedence.
14 Internal disputes within a client
If we become aware of a dispute between the parties who own or are
in some way involved in the ownership and management of 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
normal place of business for the attention of theproprietors. If
conflicting advice, information or instructions are received from
different principals in the business we will refer the matter back
to the partnership and take no further action until the partnership
has agreed the action to be taken.
15 Investment advice (including insurance mediation services)
Investment business is regulated under the Financial Services and
Markets Act 2000. If, during the provision of professional services
to you, you need advice on investments, including insurances, we may
have to refer you to someone who is authorised by the Financial
Conduct Authority or licensed by a Designated Professional Body as
we are not authorised to give such advice.
16 Lien
Insofar as we are permitted to do so by law or professional
guidelines, we reserve the right to exercise a lien over all funds,
documents and records in our possession relating to all engagements
for you until all outstanding fees and disbursements are paid in
full.
17 Limitation of Liability
We will provide our services with reasonable care and skill. Our
liability to you is limited to losses, damages, costs and expenses
directly caused by our negligence or wilful default. Exclusion of
liability for loss caused by others We will not be liable if such
losses, penalties, interest or additional tax liabilities are caused
by the acts or omissions of any other person or due to the provision
to us of incomplete, misleading or false information or if they are
caused by a failure to act on our advice or a failure to provide us
with relevant information. 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. 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 misrepresented to us. This applies equally to 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 beyond that which it would have been reasonable for us to
have carried out in the circumstances. Indemnity for unauthorised
disclosure You agree to indemnify us and our agents in respect of
any claim (including any claim for negligence) arising out of any
unauthorised disclosure by you or by any person for whom you are
responsible of our advice and opinions, whether in writing or
otherwise. This indemnity will extend to the cost of defending any
such claim, including payment at our usual rates for the time that
we spend in defending it.
18 Limitation of Third Party rights
The advice and information we provide to you as part of our service
is for your sole use and not for any third party to whom you may
communicate it unless we have expressly agreed in the engagement
letter 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 to enforce any of its terms and no rights
or benefits are conferred on any third party under the Contracts
(Rights of Third Parties) Act 1999.
19 Period of engagement and termination
Unless otherwise agreed in the engagement 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. Each of us may terminate this agreement by
giving not less than 21 days’ notice in writing to the other party
except where you fail to cooperate with us or we have reason to
believe that you have provided us or 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. 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, unless we are required for legal or regulatory reasons to
cease work immediately. In that event, we shall not be required to
carry out further work and shall not be responsible or liable for
any consequences arising from termination.
20 Professional rules and statutory obligations
We will observe and act in accordance with the bye-laws, regulations
and ethical guidelines of the Association of Accounting Technicians
and will accept instructions to act for you on this basis. In
particular you give us the authority to correct errors made by HMRC
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. You can see copies of these requirements at
our offices. The requirements are also available on-line at
www.aat.org.uk.
21 Reliance on advice
We will endeavour to record all advice on important matters in
writing. Advice given orally is not intended to be relied upon
unless confirmed in writing. Therefore, if we provide oral advice
(for example during the course of a meeting or a telephone
conversation) and you wish to be able to rely on that advice, you
must ask for the advice to be confirmed by us in writing.
22 Retention of papers
You have a legal responsibility to retain documents and records
relevant to your tax affairs. During the course of our work we may
collect information from you and others relevant to your tax
affairs. We will return any original documents to you 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: 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 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 of any
specific document or their retention for a longer period.
23 The Provision of Services Regulations 2009 (‘Services
Directive’)
In accordance with our professional body rules, we are required to
hold professional indemnity insurance. Our professional indemnity
insurer is QBE UK Limited, Plantation Place, 30 Fenchurch Street,
London, EC3M 3BD. The territorial coverage is worldwide excluding
professional business carried out from an office in the USE or
Canada and excludes any action for a claim brought in any court in
the USA or Canada.
