The following terms of business apply to all engagements accepted by Cassidys Chartered Accountants. All
work is carried out under these terms except where changes are expressly agreed in writing.
1. Applicable law
1.1. Our engagement letter, the schedules 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 on any basis. 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.
1.2. 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 or in your circumstances. We will
accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur
after the date on which the advice is given.
2. Client identification
2.1. 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. If
we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with
the engagement.
3. Commissions or other benefits
3.1. In some circumstances we may receive commissions or other benefits for introductions to other
professionals or in respect of transactions which we arrange for you. If 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 if 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 the commissions or benefits. You agree that we [or our associates, can retain the commission or
other benefits without being liable to account to you for any such amounts.
4. Confidentiality
4.1. Unless we are authorised by you to disclose information on your behalf, we confirm that if you give
us confidential information we will, at all times during and after this engagement, keep it confidential,
except as required by law or as provided for in regulatory, ethical or other professional
pronouncements applicable to us or our engagement.
4.2. 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.
4.3. 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
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include measures such as separate teams, physical separation of teams, and separate arrangements
for storage of, and access to, information.
4.4. 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.
4.5. 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.
4.6. If we use external or cloud based systems, we will ensure confidentiality of your information is
maintained.
4.7. We reserve the right, for the purpose of promotional activity, training or for other business purposes,
to mention that you are a client. As stated above, we will not disclose any confidential information.
5. Conflicts of interest
5.1. 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. If conflicts are identified which cannot be managed in a way that
protects your interests, we regret that we will be unable to provide further services.
5.2. If there is a conflict of interest that is capable of being addressed successfully by the adoption of
suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict,
we would be guided by ICAEW’s Code of Ethics, which can be viewed at
icaew.com/en/membership/regulations-standards-and-guidance/ethics. 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 above.
6. Data Protection
6.1. This clause applies to personal data provided by or on behalf of you in connection with an agreement
to provide business services or any engagement letter. Each party shall comply with the Data
Protection Act 1998 (DPA) when processing such personal data. In particular, you will ensure that any
disclosure of personal data to us complies with the DPA.
6.2. We will use appropriate technical and organisational measures to protect against unauthorised or
unlawful processing of personal data and against accidental loss or destruction of, or damage to,
personal data. We will not sub-contract any processing of personal data unless that personal data
continues to be subject to an appropriate level of protection. To the extent that we act as data
processor for you, we will only process personal data in accordance with your instructions.
6.3. 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. You and we will consult and cooperate with each other when responding to any such
request, complaint or notice.
6.4. We will answer your reasonable enquiries to enable you to monitor compliance with this clause.
7. Disengagement
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7.1. If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our
respective responsibilities are clear.
8. Electronic and other communication
8.1. Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties
by email or other electronic means. The recipient is responsible for virus checking emails and any
attachments.
8.2. 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 in emails or by electronic storage devices.
Nevertheless, electronic communication is not totally secure and we cannot be held responsible for
damage or loss caused by viruses or 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 when electronic submission is
mandatory.
8.3. Any communication by us with you sent through the postal [or DX] system is deemed to arrive at your
postal address two working days after the day the document was sent.
9. Fees and payment terms
9.1. 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 we provide, as well as the level of risk.
9.2. If we provide you with an estimate of our fees for any specific work, the estimate will not be
contractually binding unless we explicitly state that will be the case. Otherwise, our fees will be
calculated on the basis of the hours worked by each member of staff necessarily engaged on your
affairs, multiplied by their charge-out rate per hour, VAT being charged thereon.
9.3. If 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.
9.4. 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 you have. You will
remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
9.5. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel
or other professional fees. If these costs are incurred to fulfil our engagement, such necessary
additional charges may be payable by you.
9.6. We reserve the right to charge interest on late paid invoices at the rate of [8%] 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, having given written notice, if payment of any fees is unduly
delayed. We intend to exercise these rights only if it is fair and reasonable to do so.
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9.7. 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.
9.8. 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.
10. Help us to give you the best service
10.1. We are committed to providing you with a high quality service that is both efficient and effective. If,
at any point 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 Stuart Whorlow.
10.2. 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, of course, take up
the matter with our professional body, ICAEW.
11. Intellectual property rights and use of our name
11.1. 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.
11.2. You are not permitted to use our name in any statement or document you may issue unless our prior
written consent has been obtained. The only exception to this restriction would be statements or
documents that, in accordance with applicable law, are to be made public.
12. Interpretation
12.1. If any provision of our engagement letter or terms of business is held to be void, that provision will be
deemed not to form part of this contract. In the event of any conflict between these terms of business
and the engagement letter or appendices, the relevant provision in the engagement letter or
schedules will take precedence.
13. Internal disputes within a client
13.1. 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 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 the directors. If conflicting advice,
information or instructions are received from different directors in the business, we will refer the
matter back to the board of directors and take no further action until the board has agreed the action
to be taken.
14. Investment advice (including insurance mediation services)
14.1. Investment business is regulated by 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.
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14.2. We are not authorised by the Financial Conduct Authority. However, we are included on the register
maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity,
which is broadly the advising on, selling, and administration of insurance contracts. This part of our
business, including arrangements for complaints or redress if something goes wrong, is regulated by
ICAEW. The register can be accessed from the Financial Conduct Authority’s website at
www.fca.org.uk/register.
15. Lien
15.1. 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.
16. Limitation of third party rights
16.1. 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.
17. Period of engagement and termination
17.1. Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or
explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods
before that date.
17.2. Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other
party except if 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 before
termination.
17.3. We reserve the right to terminate the engagement between us with immediate effect in the event of:
your insolvency, bankruptcy or other arrangement being reached with creditors; an independence
issue or change in the law which means we can no longer act; failure to pay our fees by the due dates;
or either party being in breach of their obligations if this is not corrected within 30 days of being asked
to do so.
17.4. In the event of termination of our 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 will not be required to carry out further work
and shall not be responsible or liable for any consequences arising from termination.
18. Professional rules and statutory obligations
18.1. We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW
and will accept instructions to act for you on this basis. In particular you give us the authority to correct
errors made by HMRC if 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 in our offices. The requirements are also available online at
icaew.com/en/membership/regulations-standards-and-guidance.
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18.2. We confirm that we are statutory auditors eligible to conduct audits under the Companies Act 2006.
When conducting audit work, we are required to comply with the Ethical and Auditing Standards
issued by the FRC, which can be accessed online at www.frc.org.uk/Our-Work/CodesStandards/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors.aspx.
We are also required to comply with the Audit Regulations and Guidance which can be accessed at
icaew.com/en/technical/audit-and-assurance/working-in-the-regulated-area-of-audit.
19. Quality control
19.1. As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by
an independent regulatory or quality control body. These reviewers are highly experienced
professionals and are bound by the same rules of confidentiality as our principal and staff.
19.2. 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, visit www.gov.uk/government/publications/your-charter. To
the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with
you.
20. Reliance on advice
20.1. 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.
21. Retention of papers
21.1. 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. Documents and records relevant
to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships:
a) with trading or rental income: five years and 10 months after the end of the tax year
b) otherwise: 22 months after the end of the tax year.
Companies, Limited Liability Partnerships, and other corporate entities:
c) six years from the end of the accounting period.
21.2. 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 tell us if you wish us to keep any
document for any longer period.
22. The Provision of Services Regulations 2009
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22.1. We are registered to carry on audit work in the UK and Ireland by ICAEW. Details of our audit
registration can be viewed at www.auditregister.org.uk for the UK and www.cro.ie/auditors for
Ireland, under reference number C001856868.
22.2. Our professional indemnity insurer is Manchester Underwriting Management Limited, of Link House,
St Mary’s Way, Chestham HP5 1HR. The territorial coverage is worldwide, excluding professional
business carried out from an office in the United States of America or Canada, and excludes any action
for a claim brought in any court in the United States or Canada.
23. Timing of our services
23.1. If you provide us with all information and explanations on a timely basis in accordance with our
requirements, we will plan to undertake the work within a reasonable period of time to meet any
regulatory deadlines. However, failure to complete our services before any such regulatory deadline
would not, of itself, mean that we are liable for any penalty or additional costs arising.
