The following standard terms of business apply to all engagements accepted by Charltons
Accountancy Ltd. All work carried out is subject to these terms except where changes are expressly
agreed in writing.
1. Professional rules
1.1 We will observe and act in accordance with the byelaws, regulations and Code of Ethics
of CPAA including Professional Conduct in Relation to Taxation and will accept instructions
to act for you on the basis that we will act in accordance with that Code.
2. Confidentiality
2.1 Where you provide us with confidential information we shall take all reasonable steps to
keep it confidential, except as required to disclose it by law or as provided for in
regulatory, ethical or other professional pronouncements applicable to this engagement,
or by our insurers or as part of any external peer review. Any subcontractors we use will
be bound by the same confidentiality requirements. If we use external or cloud-based
systems, we will ensure confidentiality of your information is maintained.
3. Investment Services
3.1 We are not authorised by the Financial Conduct Authority (FCA) nor are we licensed by
[our Regulator] to perform investment services which should be carried out by an FCAregulated person, known as an Independent Financial Adviser (IFA). Should you require
any specific investment advice we will refer you to an IFA. The IFA will take full
responsibility for all aspects of compliance under any regulations required by the Financial
Services and Markets Act 2000, they will issue you with their own terms and conditions
letter and they will be remunerated separately for their services. If we refer you to an IFA
we will not charge you or receive remuneration from them. We will charge only for work
carried out assisting the adviser and yourself with tax or other factual information and
support as requested by you.
4. Client monies
4.1 We may from time to time hold money on your behalf if it relates to an accountancy
service that is being (or has been or will be) provided by this firm. 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 the CPAA. An example of such funds would be tax repayments claimed on
your behalf. In order to avoid excessive administration, interest will only be paid to you
where the amount would be in excess of £25 calculated using the Lloyds interest rate for
small deposits subject to the minimum period of notice for withdrawals. Subject to any
tax legislation, interest will be paid gross.
4.2 If the total sum of money held on your behalf exceeds £10,000 for a period of more than
30 days, or such sum is likely to be held for more than 30 days, 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.
4.3 We will return money held on your behalf promptly as soon as there is no longer any
reason to retain those funds. If any unclaimed funds remain in our client account and the
client to which they relate has remained untraced for five years, or this firm ceases to
practice, we may pay such money to a registered charity.
5. Fees and payment terms
5.1 Our fees may depend not only upon the time spent on your affairs but also on the level of
skill and responsibility involved 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
be an approximation rather than a contractually binding amount.
5.2 Our invoices are due for payment upon presentation. 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.
5.3 We reserve the right to charge interest and recovery costs on late paid invoices at the
current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also
reserve the right to suspend our services or to terminate our engagement if any fees
remain unpaid for over 30 days without our prior approval. 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 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 giving us instructions on behalf of the client
and you agree that we shall be entitled to enforce any sums due.
5.5 In the event that we cease to act for you then you agree to meet all reasonable costs of
providing information to your new advisers. In particular you agree to meet these costs
where we are required by law to provide information to a successor firm.
5.6 As directors you guarantee to personally pay any fees (including disbursements) for
services provided to the company that the company is unable to pay. This clause shall
become effective in the event of a receiver or liquidator being appointed to the company
or the company otherwise being wound-up.
5.7 In some cases, you may be entitled to assistance with your professional fees, particularly
in relation to an investigation into your 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 cover was arranged by or 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.
5.8 Insofar as we are permitted to 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.
6. Retention of and access to records
6.1 During our work we will collect information from you and others acting on your behalf
and will return any original documents to you following the preparation of your financial
statements and returns. You should retain these records for at least seven years from the
end of the accounting year to which they relate.
6.2 Whilst certain documents will legally belong to you, we intend to destroy correspondence
and other papers that we have stored which are more than seven years old, other than
documents which we consider to be of continuing significance. If you require retention of
any document for a longer period, you must notify us of that fact in writing.
6.3 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, Limited Liability Partnerships and other corporate entities:
• 6 years from the end of the accounting period.
7. Quality Assurance
7.1 In order for us to provide you with a high quality service on an ongoing basis it is important
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 letters.
7.2 We reserve the right to cancel the engagement between us with immediate effect in the
event of:
o Your insolvency, bankruptcy or other arrangement being reached with creditors;
o Failure to pay our fees by the due dates;
o Either party being in breach of their obligations where this is not corrected within 30
days of being asked to do so.
7.3 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.
8. Applicable Law
8.1 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 of opinion concerning the 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.
8.2 If any provision in this Standard Terms of Business or any associated engagement letter,
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.
9. Communication
9.1 We will at times use email or other electronic means to communicate with you using our
portal or secure e-mail.
9.2 Communications are capable of corruption and interception, and we do not accept any
responsibility for changes made to such communications after their despatch through our
portal or e-mail. It is inappropriate for you to rely on advice contained in an e-mail without
obtaining written confirmation of it. With electronic communication there is a risk of nonreceipt, 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 electronic data. 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.
9.3 We cannot accept any liability for problems or accidental errors relating to this means of
communication especially in relation to commercially sensitive material. These are risks
being borne 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.
9.4 It is the responsibility of the recipient to carry out a virus check on any attachments
received.
9.5 Unless you instruct us otherwise, we will file your returns and other legal requirements
online on your behalf by electronic means. For the avoidance of doubt, we will take
responsibility for the electronic tagging and filing (iXBRL) of financial statements and tax
returns, if applicable to your affairs.
10. Data Protection Act 2018
10.1 The Data Protection Act 2018 is the UK’s implementation of the General Data Protection
Regulations(GDPR). Everyone responsible for using personal data has to follow strict rules
called ‘data protection principles’ and must make sure the information is:
o Used fairly, lawfully and transparently
o Used for specified, explicit purposes
o Used in a way that is adequate, relevant and limited to only what is necessary
o Accurate and, where necessary, kept up to date
o Kept for no longer than is necessary
o Handled in a way that ensures appropriate security, including protection against
unlawful or unauthorised processing, access, loss, destruction or damage
We may obtain, use, process and disclose personal data about you in order that we may
fulfil the services agreed under these Standard terms of business and the specific
engagement letter(s), 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.
You have a right of access, under data protection legislation, to the personal data that we
hold about you. We confirm that when processing data on your behalf we will comply with
the provisions of the Data Protection Act 2018. Should you require any further details
regarding our treatment of personal data, please contact our [Data Protection Manager]
[Data Protection Officer] adapt as relevant.
11. Client Identification
11.1 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 lawful purposes and/or make searches of appropriate databases.
11.2 Our responsibilities broadly include:
o Maintaining identification procedures for clients and beneficial owners of clients;
o Maintaining records of identification evidence and the work undertaken for the
client; and
o Reporting, in accordance with the relevant legislation and regulations.
11.3 We are obliged by law to report any instances of money laundering or terrorist financing
to the National Crime Agency (NCA) without your knowledge or consent. In consequence,
neither the firms' principals nor staff may enter into any correspondence or discussions
with you regarding such matters.
11.4 If you undertake business that requires you to be supervised by an appropriate
supervisory authority to follow anti-money laundering regulations including if you accept
or make a high value cash payments of £10,000 or more (or equivalent in any currency) in
exchange for goods you should inform us.
11.5 We may use electronic checks as part of our identification procedures. We confirm that
these electronic checks are not credit checks.
11.6 Any personal data received from you to comply with our obligations under The Money
Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer)
Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money
laundering or terrorist financing. No other use will be made of this personal data unless
use of the data is permitted by or under enactment other than the MLR 2017, or we have
obtained the consent of the data subject to the proposed use of the data.
12. Limitation of liability
12.1 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.
We will not be liable if such losses 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.
12.2 We will not be liable to you for any delay or failure to perform our obligations under this
Terms of Business or our engagement letter if the delay or failure is caused by
circumstances outside our reasonable control.
