These terms and conditions should be read alongside the privacy notice.
Introduction
These terms and conditions set out the general terms under which we undertake our business.
The specific conditions relating to particular assignments will be covered in a separate
letter/letters of engagement.
Applicable law
This 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 Scotland. Each party agrees that the Courts of Scotland 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.
Authorisation and registration
JK Cloud Accounting Ltd are registered with the FSB and ACCA and as a student of
chartered certified accountants and HMRC as an authorisated agent.
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.
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 which 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. The same will apply where the payment is made to or
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. When we
reduce the fees that we would otherwise charge by the amount of commission retained, we
will apply the HMRC concession which allows VAT to be calculated on the net fee after
deduction of the commission.
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.
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.
Consumer credit
If, during the provision of professional services to you, you need advice or services on areas
from us that fall within Consumer Credit activity, we may have to refer you to someone who
is authorised by the Financial Conduct Authority (FCA) as we are not authorised to undertake
this activity.
Data Protection
We confirm that we will comply with the provisions of the General Data Protection
Regulation (GDPR) when processing personal data about you your directors and employees
and your/their family/ies.
Processing means:
? obtaining, recording or holding personal data; or
? carrying out any operation or set of operations on personal data, including collecting
and storage, organising, adapting, altering, using, disclosure (by any means) or
removing (by any means) from the records manual and digital.
The information we obtain, process, use and disclose will be necessary for:
? the performance of the contract
? to comply with our legal and regulatory compliance and crime prevention
? contacting you with details of other services where you have consented to us doing so
? other legitimate interests relating to protection against potential claims and
disciplinary action against us.
This includes, but is not limited to, purposes such as updating and enhancing our client
records, analysis for management purposes and statutory returns.
In regard to our professional obligations we are a member firm of the Association of
Chartered Certified Accountants (ACCA). Under the ethical and regulatory rules of ACCA I
am required to allow access to client files and records for the purpose of maintaining our
membership of this body.
Further details on the processing of data are contained in our privacy notice, which should be
read alongside these terms and conditions.
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 discussed period, 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.
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.
Fair Usage Policy
We reserve the right to increase our fees if you use our service ‘excessively’ to ensure that
the business relationship remains profitable. This policy would mainly be enforced if you
consume the time of our accountants with unnecessary requests, an ‘unreasonable’ amount of
questions, or queries that are not related to accountancy or the services that we offer. We are
aware that new clients will require more help and advice when first registered with us or if
you are new to business and we do take this into consideration.
If we consider you to be in breach of this policy we will notify you in writing to give a choice
of either an increased fee or a reduction in your demands on the time of our accountants.
For specialist advice or advice relating to topics outside of your selected services, we would
seek to charge a reasonable fee that would be relative to the work involved and will be agreed
upon by both parties prior to any work being undertaken.
Fees and payment terms
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 monthly as set out in the proposal and payments will be taken by direct debit
unless otherwise agreed. 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 issue applications for payment when dealing with continuous or
recurring work. The payment terms for applications for payment are the same as for invoiced
fees.
It is our normal practice to ask clients to pay by monthly direct debit 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.
Where this contract exists between us and a purchaser acting in the course of a business we
reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of
England base rate 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 on giving written notice if
payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair
and reasonable to do so.
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.
Implementation
We will only assist with implementation of our advice if specifically instructed and agreed in
writing.
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.
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.
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.
Internal disputes
If we become aware of a dispute between the parties who own or are in some way involved in
the ownership and management of the business, 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 JTF Marketing Ltd for the attention of {{first_name}}
{{surname}}. If conflicting advice, information or instructions are received we will refer the
matter back to {{first_name}} {{surname}} and take no further action until {{first_name}}
{{surname}} has agreed the action to be taken.
Investment services
We are unable to give advice on investment services as we are not authorised by the Financial
Conduct Authority or the Prudential Regulation Authority.
Lien
In so far as 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.
Limitation of liability
We will provide our services with reasonable care and skill. The terms and conditions
contained within this engagement letter set out the respective responsibility of all parties. In
respect of the work detailed within this engagement letter we limit our liability to the lower of
£100,000 or 4 times our fee relating to this assignment.
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.
Limitation of aggregate liability
Where the engagement letter specifies an aggregate limit of liability, then that sum shall be
the maximum aggregate liability of this firm, company or LLP, its principals, partners,
directors or members agents and employees to all persons to whom the engagement letter is
addressed and also any other person that we have agreed with you may rely on our work. By
signing the engagement letter you agree that you have given proper consideration to this limit
and accept that it is reasonable in all the circumstances. If you do not wish to accept it you
should contact us to discuss it before signing the engagement letter.
You have agreed that you will not bring any claim of a kind that is included within the
subject of the limit against any of our principals/partners/directors/members or employees; on
a personal basis.
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
which you make available to them. It may not be used or relied upon for any other purpose or
by any other person other than you without our prior written consent. A party to this
agreement is the only person who has the right under the Contracts (Rights of Third Parties)
Act 1999 to enforce any of its terms.
If our advice is disclosed to any third party (with or without our consent), then we accept no
responsibility or liability to that third party for any consequences that may arise to them,
should they rely on the advice.
If it is proposed that any documents or statement which refer to our name are to be circulated
to third parties, please consult us before they are issued.
Money Laundering Regulations 2017
In accordance with the Proceeds of Crime Act, The Terrorism Act, Money Laundering
Regulations 2017 and The Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 you agree to waive your right to confidentiality
to the extent of any report made, document provided or information disclosed to the National
Crime Agency (NCA).
You also acknowledge that we are required to report directly to the NCA without prior
reference to you or your representatives if during the course of undertaking any assignment
the person undertaking the role of Money Laundering Reporting Officer becomes suspicious
of money laundering.
As with other professional services firms, we are required to have appropriate risk based
policies and procedures for assessing and managing money laundering risks: this applies at
the start of any business relationship and through the lifetime of the relationship. This
includes undertaking appropriate customer due diligence. 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.
Copies of such records created as part of the client due diligence process, including any nonengagement documents relating to the client relationship and ongoing monitoring of it, will
be retained by us for a period of five years after we cease to act for the business unless we are
required to retain them under statutory obligation, or to retain them for legal proceedings, or
you consented to the retention in which case the records will be retained for not more than 10
years.
Notification
We shall not be treated as having notice, for the purposes of our audit/accounts/tax
responsibilities, of information provided to members of our firm other than those engaged on
the specific assignment (for example, information provided in connection with accounting,
taxation and other services).
Period of engagement and termination
Unless otherwise agreed in the engagement covering 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.
Professional rules and statutory obligations
We will observe and act in accordance with the by-laws, regulations and ethical guidelines of
the Association of Chartered Certified Accountants 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.accaglobal.com/en.html.
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.
Provision of Services Regulations 2009
In accordance with our professional body rules we are required to hold professional
indemnity insurance. Details about the insurer and coverage can be found by contacting our
office.
Quality of service
We aim to provide a high quality of service at all times. If you would like to discuss with us
how our service could be improved or if you are dissatisfied with the service that you are
receiving please let us know by contacting Jowita Kardasz-Choinska.
We undertake to look into any complaint carefully and promptly and to do all we can to
explain the position to you.
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.
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 if requested.
