1. Applicable Law
1. 1. Our engagement letter, the schedules of services and our standard terms 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 and 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.
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 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 www.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 In this clause 6:
‘client personal data’ means any personal data (whether relating to you or any other individual) provided to us by you, or on your behalf,
for the purpose of providing our services to you, pursuant to our engagement letter with you;
‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any
applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of
electronic communications, as amended, replaced or updated from time to time;
‘controller’, ‘data subject’, ‘personal data’, ‘personal data breach’, ‘processor’, ‘process’ and ‘supervisory authority’ shall have the meanings
given to them in the data protection legislation;
‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
6.2 We shall both comply with all applicable requirements of the data protection legislation. This clause 6 is in addition to, and does not
relieve, remove or replace, either of our obligations under the data protection legislation.
6.3 All personal data which we receive from you will be dealt with in accordance with our Privacy Policy. This can be accessed at our website
on www.edwardsgreene.com/privacy. Please let us know if you would prefer a hard copy to be sent to you.
6.4 The following paragraphs summarise a number of the provisions in our Privacy Policy in respect of client personal data, but you are referred
to the full Privacy Policy for the detailed terms and conditions. Unless otherwise required by applicable laws or other regulatory requirements,
we shall:
a) process the client personal data in order to provide you with the services pursuant to our engagement with you and in accordance with applicable
data protection legislation and as stated in our Privacy Policy;
b) disclose and transfer the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or
service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation
to those services;
c) disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;
d) maintain written records of our processing activities which we perform shall include: (i) the categories of processing activities performed;
(ii) details of any on cross border data transfers outside of the European Economic Area (EEA); and (iii) a general description of security
measures implemented in respect of the client personal data;
e) maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect
against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such
client personal data.
f) return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the
services;
g) ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel
authorised to process the client personal data are bound by a duty of confidentiality;
h) only appoint a sub-processor in accordance with data protection legislation;
i) where we transfer the client personal data to a country or territory outside the EEA to do so in accordance with data protection legislation;
j) notify you promptly if:
i. we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject
rights under the data protection legislation or in respect of the client personal data; or
ii. we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the
client personal data from a supervisory body (for example, the Information Commissioner’s Officer);
k) notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client
personal data;
l) at your cost and upon receipt of you prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal
data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems,
for the purposes of reviewing our compliance with the data protection laws.
6.5 Without prejudice to the generality of clause 6.2, you will ensure that you have all necessary appropriate consents and notices in place
to enable the lawful transfer of the client personal data to us.
6.6 Should you require any further details regarding our treatment of personal data, please contact Sarah Davy our data privacy manager.
7. Data Protection
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. If we have no contact with you for a period of 1 year or more, we may issue to your last known address a disengagement letter and
thereafter cease to act.
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 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, we will bill quarterly and our invoices will be 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.
9.6. 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.
9.7. We reserve the right to charge interest on late paid invoices at the rate of 3% 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.
9.8. 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.
9.9. 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 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
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 registered office/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 and take no further
action until the board/partnership has agreed the action to be taken.
14. Investment advice
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.
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 www.icaew.com/en/membership/regulations-standards-and-guidance.
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 principals 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 if requested. 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: one year and 10 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.
22. The Provision of Services Regulations 2009
22.1. We are a partnership whose place of business is 9 Innovation Place, Douglas Drive, Godalming, Surrey, GU7 1JX. We can be contacted
22.2. Our VAT number is 822 0630 71.
22.3. Our professional indemnity insurer is Royal & Sun Alliance plc, 20 Fenchurch Street, London EC3M 3AU. 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.
