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, the law and practice of England and
Wales/Scotland/Northern Ireland. Each party agrees that the courts of England and
Wales/Scotland/Northern Ireland 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 and verification
As with other professional services firms, we are required to identify and verify our clients for the purposes
of the UK anti-money laundering legislation. Save in exceptional circumstances we cannot start work until
this requirement has been met. We may request from you, and retain, such information and documentation
as we require for these purposes and/or make searches of appropriate databases including ID verification
software.
3. Client money
If we 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
AAT rules.
4. 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 that 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.
5. 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 Mr David
Rhodes. Where your complaint relates to that person, you should instead please contact Jane Cresswell .We
agree to look into any complaint carefully and promptly and do everything reasonable to try and resolve it.
If you are still not satisfied you can refer your complaint to our professional body, the Association of
Accounting Technicians.
6. Confidentiality
Communication between us is confidential. We shall take all reasonable steps not to disclose your
information except where we are required to and as set out in our privacy notice. Unless we are authorised
by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The
subcontractors will be bound by our client confidentiality and security terms.
7. Conflicts of interest
If there is a conflict of interest in our relationship with you or in our relationship with you and another client
that is capable of being addressed successfully by the adoption of suitable safeguards to protect your
interests, then we will adopt those safeguards.
Where conflicts are identified that 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. 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.
8. Requirements of the Data Protection Act (DPA) 2018 and the General Data Protection Regulation
(GDPR)
You acknowledge that we will act in accordance with the privacy notice we have supplied to you.
The DPA 2018 and GDPR set out a number of requirements in relation to the processing of personal data.
Here at Bradley Rhodes Limited we take your privacy and the privacy of the information we process
seriously. We will only use your personal information and the personal information you give us access to
under this contract to administer your account and to provide the services you have requested from us.
We attach our privacy notice setting out our approach to handling your information. In signing one copy of
this letter you will be indicating that you have read and agreed the terms under which we operate as set out
in this notice. In addition, please note that we require your agreement on several specific points, which are
also included in the acceptance section below:
(a) Secure communications and transfer of data
We will communicate or transfer data using the following:
Post/hard-copy documents
Password-protected emails
Encrypted emails
Portals - IRIS OpenSpace
Emails *
*if you require us to correspond with you by email that is not encrypted or password protected, you also
accept the risks associated with this form of communication.
9. Electronic and other communication
As instructed, we will communicate with you and with any third parties you instruct us to as set out in our
covering letter and privacy notice 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 that 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 or DX system is deemed to arrive at your postal
address two working days after the day that the document was sent.
When accessing information held electronically by HMRC, we may have access to more information than
we need and will only access records reasonably required to carry out the contract.
You are required to keep us up to date with accurate contact details at all times. This is important to ensure
that communications and papers are not sent to the incorrect address.
10. Fees and payment terms
1. Our fees are computed on the basis of time spent on the company's affairs by partners and staff, and
on the level of skills and responsibility involved. Our fees will be charged separately for each class of
work described above, will be billed at appropriate intervals during the year and unless specifically
agreed will be due on presentation. If monthly payment terms are agreed then any interest on monies
held by us will be waived in lieu of administration charges.
2. Our invoices are payable upon presentation. If payment is not received within 30 days we reserve the
option to charge interest on the outstanding balance, at a rate not exceeding 3% per annum over the
relevant base rate of Lloyd's Bank plc, for the period from 30 days after the relevant invoice date up
to the date of payment. Any decision to charge interest will be notified to you in writing.
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 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. 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 specific work upon completion and presentation to you. 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.
Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or
other professional fees.
It is our normal practice to offer clients the option to pay by monthly standing order and to periodically
adjust the monthly payment by reference to actual billings.
You authorise us to settle our agreed fees from any money held on your behalf in the client account.
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.
On termination of the engagement you may appoint a new adviser. Where a new adviser requests
professional clearance and handover information we reserve the right to charge you a reasonable fee for
the provision of handover information.
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.
14. 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.
15. 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 a business client, it should be noted that where our client is the business, 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 the directors/proprietors. If conflicting advice, information or instructions are
received from different directors/principals in the business, we will refer the matter back to the board of
directors/the partnership/the LLP and take no further action until the board/partnership/LLP has agreed the
action to be taken.
16. 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.
17. Lien
In so far 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.
18. 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, fraud 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.
In particular, where we refer you to another firm whom you engage with directly, we accept no
responsibility in relation to their work and will not be liable for any loss caused by them.
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 non-disclosure or misrepresentation
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 exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in
carrying out the procedures that 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.
19. 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 that 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.
20. 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.
If you engage us for a one-off piece of work (for example advice on a one-off transaction or preparation of
a tax return for one year only) the engagement ceases as soon as that work is completed. The date of
completion of the work is taken to be the termination date and we owe you no duties and we will not
undertake further work beyond that date.
Where recurring work is provided (for example ongoing compliance work such as the completion of annual
tax returns) the engagement ceases on the relevant date in relation to the termination as set out above.
Unless immediate termination applies, in practice this means that the relevant termination date is:
· 21 days after the date of notice of termination; or
· A later agreed date
We owe you no duties beyond the date of termination and will not undertake any further work.
21. Professional body rules
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.
You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that
you become aware of after the returns have been submitted in order that we may assist you to make a
voluntary disclosure.
In particular, you give us the authority to correct errors made by HMRC where we become aware of them.
In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to
Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule.
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
online at www.aat.org.uk.
The implications of professional body membership as it relates to GDPR are set out in the privacy notice,
which should be read alongside these standard terms and conditions of business.
22. 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. However, bear in mind that advice is only valid at the
date it is given.
23. 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 as requested.
When we cease to act for you we will seek to agree the position on access to cloud-accounting records to
ensure continuity of service. This may require you to enter direct engagements with the software providers
and pay for that service separately. 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, LLPs and other corporate entities
· six years from the end of the accounting period.
While certain documents may legally belong to you, we may destroy correspondence and other papers that
we store, electronically or otherwise, which are more than seven years old. This includes your documents
if they have not been reclaimed by you within the seven-year period. You must tell us if you require the
return of any specific document or their retention for a longer period.
You should retain documents that are sent to you by us as set out in the privacy notice, which should be
read alongside these terms and conditions.
24. The Provision of Services Regulations 2009 ('Services Directive')
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 or by request from us.
25. Automatic exchange of information (AEOI), including Foreign Account Tax Compliance
Act (FATCA)
Unless covered by a separate engagement letter or another schedule to this letter, we will not be responsible
for compliance with the International Tax Compliance Regulations 2015, produced as a result of AEOI.
However, if required to do so, we can provide advice on requirements under these regulations. We can also
provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries
affected by AEOI.
26. 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 2007 (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 we fail to perform these duties, we risk imprisonment.
Before we accept your instructions, we may need to obtain 'satisfactory evidence' to confirm your
identity. We may request to see and take copies of your Passport and/or Photo Driving licence and we
may also complete an electronic identification check. In certain circumstances, we 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. We may also need to obtain such evidence after we have begun to
act on your instructions.
We assume that our clients are honest and law abiding. However, if at any time, there appear to be
grounds to suspect (even if we do not actually suspect) that your instructions relate to 'criminal property',
we are obliged to make a report to the Serious Organised Crime Agency ("SOCA"), but we are In such
circumstances, we must not act on your instructions without consent from SOCA. If SOCA do not refuse
consent within 7 working days we may continue to act. If SOCA issue a refusal within that time, we 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, we must still make a report.
Activity is considered 'criminal' if it is a crime under UK law, no matter how trivial For example, tax
evasion is a criminal offence but an honest mistake is not. We will assume that all discrepancies are
mistakes unless there is contrary evidence.
27. Disclaimer
We will not be liable for any loss suffered by you or any third party as a result of our compliance with the
Anti-Money Laundering Legislation or any UK law or at all.
28. 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 12 months or more, we may issue to your last known
address a disengagement letter and thereafter cease to act.
We reserve the right following termination for any reason to destroy any of your documents that we have
not been able to return to you after a period of six months unless other laws or regulations require
otherwise.
