All engagements that we accept are subject to the following standard terms of business
unless changes are expressly agreed in writing.
1 PROFESSIONAL OBLIGATIONS
1.1 We are a member of the Association of Chartered Certified Accountants and our
conduct is subject to its Code of Ethics and Conduct which can be found at
www.accaglobal.com/gb/en/about-us/regulation/ethics/acca-code-of-ethics-andconduct.html We will observe and act in accordance with the bye-laws and
regulations of ACCA. We accept instructions to act for you on this basis.
1.2 Where we become aware of errors made by HM Revenue & Customs you give us
authority to correct them. We will not be liable for any loss, damage or cost arising
from our compliance with statutory or regulatory obligations.
1.3 As required by the Provision of Services Regulations 2009 (SI 2009/2999) details
of the firm’s professional registrations can be found at www.freemanbaker.net.
Provision of probate-type services
1.4 We are not licensed nor authorised for the reserved legal activity of noncontentious probate. Consequently, any work we do for you on closely aligned
activities, such as estate administration or inheritance tax advice, will not be
covered by the ICAEW Probate Compensation Scheme, this service will not be
covered by legal personal privilege and you will not have access to the Legal
Ombudsman.
Professional indemnity insurance
1.5 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 www.freemanbaker.net or at our offices.
1.6 If for any reason circumstances arise that may result in a claim to our professional
indemnity insurers, you give us your permission to notify them.
2 FEES
2.1 Our fees are calculated on the basis of time spent on your affairs, the levels of skill
and responsibility involved, the importance and value of the advice provided to
you, and the level of risk. In addition we may charge disbursements of travel,
accommodation and other expenses incurred in dealing with your affairs.
2.2 If it is necessary for us to carry out work that is outside the scope of the
engagement currently in place with you, we will advise you of this in advance. Any
additional work will result in additional fees being charged. We would therefore like
to point out that it is in your interests to ensure that the information you provide us
with is completed to the agreed stage.
2.3 If we give you an estimate of our fees for carrying out any specific work, then that
estimate will not be contractually binding unless we have explicitly stated that will
be the case.
2.4 If we agree a fixed fee with you for providing a specific range of services this will
be the subject of a separate agreement. This agreement will set out the period
which the fixed fee relates to and the services covered by it.
Freeman Baker Limited Standard Terms of Business Last updated: July 2025
2.5 Where we have agreed that you will pay on an invoice rendered basis, invoices
are payable in full (including disbursements) in accordance with the terms set out
on the invoice. Any queries you have on our invoices must be notified to us within
21 days of receipt or we shall deem you to have accepted that payment is due.
2.6 Where we have agreed that you will pay us on a standing order basis, we will
discuss with you separately the amount and frequency of payments. These
standing orders will be applied to fees arising from work agreed in our letter of
engagement for the current and ensuing years. Where a scheduled monthly
payment is not made any fees invoiced to you that are outstanding at that time will
immediately become due for payment in entirety.
2.7 You may have an insurance policy or membership of a trade or professional body
that entitles you to assistance with payment of our fees in some situations. A
particular example would be assistance with an investigation by HM Revenue &
Customs. Unless you arranged the insurance through us then you will need to
advise us of any such cover you have. Please note that you remain liable for our
fees regardless of whether all or part are liable to be paid by your insurers.
2.8 We reserve the right to charge interest on overdue accounts at the current rate
under the Late Payment of Commercial Debts (Interest) Act 1998. We also
reserve the right to terminate our engagement and cease acting if payment of any
fees billed is unduly delayed. [We accept settlement of fees by certain credit
cards.]
2.9 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.
3 HELP US TO GIVE YOU THE RIGHT SERVICE
3.1 If at any time 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 Stephen Moorse.
3.2 We undertake to look into any complaint carefully and promptly and 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 the Association of
Chartered Certified Accountants.
3.3 In order for us to provide you with a high quality service on an ongoing basis it is
essential 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. We therefore reserve the right to cancel the
engagement between us with immediate effect in the event of:
• your insolvency, bankruptcy or other arrangement being reached with
creditors;
• failure to pay our fees by the due dates;
• either party being in breach of their obligations where this is not corrected
within 30 days of being asked to do so.
Freeman Baker Limited Standard Terms of Business Last updated: July 2025
4 CLIENT MONIES
4.1 We may at times hold money on your behalf. Any such money will be held on trust
in a client bank account, which is held separately to funds that belong to us. The
account will be operated, and all funds dealt with, in accordance with the Clients’
Money Rules of the Association of Chartered Certified Accountants.
4.2 To avoid excessive amounts of administration, interest will only be paid to you if
the amount of interest that would be earned on the balances held on your behalf in
any calendar year exceeds £25. Any such interest would be calculated using the
prevailing rate applied by our banker for small deposits subject to the minimum
period of notice for withdrawals. Subject to any tax legislation, interest will be paid
gross.
4.3 If the total sum of money held on your behalf is enough to give rise to a significant
amount of interest or is likely to do so, 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.
4.4 We will return monies held on your behalf promptly as soon as there is no longer
any reason to retain those funds. In the unlikely event of us holding any unclaimed
monies we reserve the right to pay such monies to a registered charity in line with
the guidelines set out in the Clients’ Money Regulations referred to above. We will
not do this unless we have been unable to contact you for at least 5 years and we
have taken reasonable steps to trace you and return the monies.
5 RETENTION OF AND ACCESS TO RECORDS
5.1 During the course of 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 accounts and returns. You have a legal responsibility to retain
these records. The law requires individuals, trustees and partnerships to keep
records in relation to trading or rental income 6 years from the 31 January
following the end of the tax year to which they relate. Other records should be kept
for 22 months after the end of the tax year they relate to. Companies, Limited
Liability Partnerships and other corporate entities are required to keep records for
6 years from the end of the accounting period.
5.2 While certain documents may legally belong to you, unless you tell us not to, we
intend to destroy correspondence and other papers that we store which are more
than 7 years old, other than documents which we consider to be of continuing
significance. If you require retention of any document you must notify us of that
fact in writing.
6 CONFLICTS OF INTEREST AND INDEPENDENCE
6.1 We reserve the right during our engagement with you to deliver services to other
clients whose interests might compete with yours or are or may be adverse to
yours. We confirm that we will notify you immediately should we become aware of
any conflict of interest involving us and affecting you. 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.
Freeman Baker Limited Standard Terms of Business Last updated: July 2025
6.2 If a conflict of interest should arise, either between two or more of our clients, or in
the provision of multiple services to a single client, we will take such steps as are
necessary to deal with the conflict. In resolving the conflict, we would be guided by
the Code of Ethics and Conduct of the Association of Chartered Certified
Accountants which can be viewed at:
www.accaglobal.com/gb/en/about-us/regulation/ethics/acca-code-of-ethics-andconduct.html
7 CONFIDENTIALITY
7.1 Communication between us is confidential and we shall take all reasonable steps
to keep your information confidential except where we are required to disclose it
by law, by regulatory bodies, by our insurers or as part of an external peer review.
We may, on occasions, subcontract work on your affairs to other tax or accounting
professionals. Any subcontractors we use will be bound by the same
confidentiality requirements.
8 QUALITY CONTROL
8.1 As part of our ongoing commitment to providing a quality service, our files may be
periodically subject to an independent regulatory or quality review. Our reviewers
are highly experienced and professional people and are, of course, bound by the
same requirements of confidentiality as our principals and staff.
9 APPLICABLE LAW
9.1 This engagement letter is governed by, and construed in accordance with, English
law. 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 it may have 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.
9.2 If any provision in these 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.
10 CHANGES IN THE LAW
10.1 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 the light of any
change in the law or your circumstances.
10.2 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.
Freeman Baker Limited Standard Terms of Business Last updated: July 2025
11 INTERNET COMMUNICATION
11.1 Unless you tell us otherwise we will at times use email or other electronic means
to communicate with you.
11.2 Internet communications are capable of data corruption and therefore we do not
accept any responsibility for changes made to such communications after their
despatch. It may therefore be inappropriate to rely on advice contained in an email without obtaining written confirmation of it. We do not accept responsibility
for any errors or problems that may arise through the use of internet
communication and all risks connected with sending commercially sensitive
information relating to your business are borne by you. If you do not agree to
accept this risk, you should notify us in writing that e-mail is not an acceptable
means of communication.
11.3 It is the responsibility of the recipient to carry out a virus check on any
attachments received.
12 DATA PROTECTION ACT 2018 & GENERAL DATA PROTECTION
REGULATION (EU) 2016/679 (GDPR)
12.1 To enable us to discharge the services agreed under our engagement, 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, we may obtain, use, process and disclose personal data
about you / your business / company / partnership / its officers and employees.
We confirm when processing data on your behalf that we will comply with the
relevant provisions of the Data Protection Act 2018 & the General Data Protection
Regulation (EU) 2016/679 (GDPR). Please see our separate Privacy Notice for
further information.
12.2 Sections 34 to 40 of the Data Protection Act 2018 place express obligations on
you as a data controller where we as a data processor undertake the processing
of personal data on your behalf. An example would be where we operate a payroll
service for you. We therefore confirm that we will at all times comply with the
requirements of the Data Protection Act 2018 & & the General Data Protection
Regulation (EU) 2016/679 (GDPR) when processing data on your behalf. In
particular we confirm that we have adequate security measures in place and that
we will comply with any obligations equivalent to those placed on you as a data
controller.
13 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
13.1 Persons who are not party to this agreement shall have no rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
agreement. This clause does not affect any right or remedy of any person which
exists or is available otherwise than pursuant to that Act.
13.2 The advice we give you is for your sole use and is confidential to you and will not
constitute advice for any third party to whom you may communicate it. We will
accept no responsibility to third parties for any aspect of our professional services
or work that is made available to them.
Freeman Baker Limited Standard Terms of Business Last updated: July 2025
14 THE PROCEEDS OF CRIME ACT 2002 AND THE MONEY
LAUNDERING REGULATIONS 2017
14.1 In common with all accountancy and legal practices, the firm is required by the
Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:
• Maintain identification procedures for clients and beneficial owners of clients;
• Maintain records of identification evidence and the work undertaken for the
client; and
• Report, in accordance with the relevant legislation and regulations.
14.2 The offence of money laundering includes concealing, converting, using or
possessing the benefits of any activity that constitutes a criminal offence in the
UK. It also includes involvement in any arrangement that facilitates the acquisition,
retention, use or control of such a benefit.
14.3 This definition is very wide and would include such crimes as deliberate tax
evasion, deliberate failure to inform the tax authorities of known underpayments or
excessive repayments, fraudulent claiming of benefits or grants, or obtaining a
contract through bribery. Clearly these examples are by no means exhaustive.
14.4 We are obliged by law to report any instances of money laundering to 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.
14.5 We may use electronic checks as part of our identification procedures. We confirm
that these electronic checks are not credit checks.
15 GENERAL LIMITATION OF LIABILITY
15.1 We will provide services as outlined in this letter with reasonable care and skill.
However, to the fullest extent permitted by law, we will not be responsible for any
losses, penalties, surcharges, interest or additional tax liabilities where you or
others supply incorrect or incomplete information, or fail to supply any appropriate
information or where you fail to act on our advice or respond promptly to
communications from us or the tax authorities.
15.2 You will not hold us, the owners of this firm and any staff employed by the firm,
responsible, to the fullest extent permitted by law, for any loss suffered by you
arising from any misrepresentation (intentional or unintentional) supplied to us
orally or in writing in connection with this agreement. You have agreed that you
will not bring any claim in connection with services we provide to you against any
of the principals or employees personally.
15.3 Our work is not, unless there is a legal or regulatory requirement, to be made
available to third parties without our written permission and we will accept no
responsibility to third parties for any aspect of our professional services or work
that is made available to them.
16 USE OF OUR NAME IN STATEMENTS OR DOCUMENTS ISSUED BY
YOU
16.1 You are not permitted to use our name in any statement or document that 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.
Freeman Baker Limited Standard Terms of Business Last updated: July 2025
17 DRAFT/INTERIM WORK
17.1 In the course of our providing services to you we may provide advice or reports or
other work products in draft or interim form. However final written work products
will always prevail over any draft or interim statements. Where you request it, we
will provide up with written confirmation of matters stated orally.
18 ADVICE
18.1 Advice we give you orally should not be relied upon unless we confirm it in writing.
We endeavour to record all advice on important matters in writing. However if you
particularly wish to rely upon oral advice we give you during a telephone
conversation or a meeting, you must ask for the advice to be confirmed in writing.
18.2 Unless specifically instructed and agreed in advance we will not assist with the
implementation of our advice.
19 INTELLECTUAL PROPERTY RIGHTS
19.1 The copyright in any document prepared by us belongs to us in entirety unless the
law specifically provides otherwise.
20 INTERPRETATION
20.1 If there is a conflict between the engagement letter and these terms of business
then the engagement letter takes precedence.
20.2 If any provision of this engagement letter or terms of business or its application is
held to be invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of any other provision and its application shall not in any way be
affected or impaired.
21 PROVISION OF CLOUD-BASED SERVICES
21.1 Where the firm provides accounting software in the Cloud, this will be provided by
a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality
agreement with the firm to ensure compliance with the relevant clauses in the
firm’s standard terms of business i.e. our fees (2), Confidentiality (7), Internet
Communication (11), Data Protection Act & GDPR (12) and General Limitation of
Liability (15).
21.2 The service provided by the Cloud Supplier will be a discrete web based hosted
facility, and you agree that access will also be provided to the firm and the third
party.
21.3 The firm cannot be held liable for any interruption of service provided by the Cloud
Supplier. However, we will liaise with them to help ensure that normal service is
resumed as soon as possible.
22 INVESTMENT SERVICES
22.1 We are not authorised by the Financial Conduct Authority to conduct Investment
Business. If you require investment business services we will refer you to a firm
authorised by the Financial Conduct Authority.
Freeman Baker Limited Standard Terms of Business Last updated: July 2025
23 FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) AND COMMON
REPORTING STANDARDS
23.1 Unless agreed specifically in a separate engagement letter, we are not
responsible for your compliance with the International Tax Compliance (United
States of America) Regulations 2013, produced as a result of FATCA. In
particular, we are not responsible for the categorisation of any UK entity into either
a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity
(NFFE) nor, if a Financial Institution, for its registration with the US Internal
Revenue Service (IRS) and subsequent submission of the required annual returns
to HM Revenue & Customs.
23.2 However, if requested to do so we can provide advice on the completion of the
forms supplied by Financial Institutions under these Regulations, or under
Common Reporting Standards, and used by them to determine the status of an
entity. We can also provide advice on setting up the appropriate systems to
identify and report on your clients or beneficiaries who are foreign citizens affected
by FATCA or Common Reporting Standards
