Terms of Business
This page set out the standard terms of business that apply to all engagements accepted. All work carried out is subject to these terms except where changes are expressly agreed in writing.
These standard terms of business are applicable to all types of entities (e.g. Companies, LLP’s, charities, friendly societies, academies, pension schemes, individuals etc.). Any reference therefore to ‘director’ individual or company should be interpreted as appropriate for the entity type (e.g. partner, trustee, governor, charity LLP, etc)
TERMS AND CONDITIONS
Introduction
1.1. The following pages set out the terms and conditions under which we agree to act. These
terms and conditions (as updated from time to time) form part of the letter of
engagement between us. They should be considered in conjunction with the following
documents provided to you, to which you have also agreed.:
The scope
The individual schedules of services
iii. The privacy notice
The Renewal JWR1202-v2
1.2. These terms and conditions shall remain in force unless and until they are replaced by
updated terms and conditions.
Applicable Law
2.1. Our engagement with you and the provision of the services provided are governed by the
law and practice of England & Wales. Accepting the letter of engagement and these terms
confirms both of our agreements that the courts of England & Wales will have exclusive
jurisdiction over any claim or dispute over any matter in respect of the engagement.
Professional Body
3.1. We are subject to regulation by Institute of Chartered Accountants in England and Wales
(ICAEW),
3.2. The website of our professional body is www.icaew.com where you can find details of our
firm in the register of members along with the code of ethics and the regulatory framework
with which we are required to comply.
Client Money
4.1. Client money is money in any currency or form that we receive from a client or hold for a
client which is not immediately due to us in accordance with our agreement. Fees paid in
advance for agreed services to be provided are not client money and will not be required to
offset these against our fees.
4.2. We operate a non interest bearing client bank account in accordance with the rules and
requirements of our professional body ICAEW details of the specific requirements can be found at
www.icaew.com.
4.3. We will return monies held on your behalf promptly as soon as there is no longer any
reason to retain those funds. If any funds remain in our client account that are unclaimed
and the client to which they relate has remained untraced for five years or we as a firm
cease to practice, then we may pay those monies to a registered charity.
Investment Advice, Funding & Consumer Credit
5.1. Investment business is regulated under the Financial Services and Markets Act 2000.
5.2. We don’t provide investment services neither do we refer.
Commissions Received Excluding Investment Business Commissions
6.1. From time to time we or another connected business may receive a commission or other
benefit because of an introduction to another professional or a transaction arranged for
you.
6.2. If this occurs, we shall account to you for the commission, which means you will be notified in
writing of the terms and payment of the commission or benefit.
6.3. You agree that we can retain such commissions or benefits.
Data Protection
7.1. We will comply with the General Data Protection Regulations and the Data Protection Act
2018 as amended by the Data Protection, Privacy and Electronic Communications
(Amendments etc.) (EU Exit) Regulations 2019 which merge the previous requirements of
the Data Protection Act with the requirements of the General Data Protection Regulation
((EU) 2016/679) when dealing with your personal data.
7.2. GDPR provides that: Personal data only includes information relating to natural persons
who:
can be identified or who are identifiable, directly from the information in question;
or
who can be indirectly identified from that information in combination with other
information.
7.3. This will include but is not limited to a name, identification number, location data and an
online identifier.
7.4. When providing accountancy services we will usually be acting as a controller under the
regulations. We will be controllers as we will make decisions about processing activities
when providing the agreed service to you.
7.5. We may act as a processor when providing certain services such as payroll. In this case you
would be the controller and we would act on your instructions.
7.6. We ensure that we comply with the principles as set out in the GDPR (for more information
see www.ico.org.uk) when collecting and processing data. These principles are:
Lawfulness, fairness and transparency
Purpose limitation
iii. Data minimisation
Accuracy
Storage limitation
Integrity and confidentiality
vii. Accountability
7.7. In order to comply with these principles we will:
7.8. Provide you with a privacy notice which should be read in conjunction with the letter of
engagement, schedules of services and these terms and conditions
7.9. Ensure that the information that we collect and process is limited to that necessary for:
Providing the agreed services
Complying with legal and regulatory obligations
iii. Contacting you with details of other services (where consent has been given)
Other legitimate reasons necessary to protect against claims or disciplinary action.
7.10. In order to comply with the regulations of our professional body ICAEW our files may be
subject to review by a professional body, regulator or another qualified third party to
ensure our continued compliance with those regulations.
Anti-Money Laundering Compliance
8.1. We are supervised by the Institute of Chartered Accountants in England and Wales for
anti-money laundering compliance. We are required to obtain information to identify and
verify our clients. This may be done by requesting the information from you and/or by
making searches of appropriate databases designed for the purpose.
8.2. We will not usually be able to start working for you until such time as this information is
received.
Bribery Act 2010
9.1. In accordance with the requirements of the Bribery Act 2010 we have policies and
procedures in place to prevent the business and staff from offering or receiving bribes.
Conflicts of Interest
10.1. Where there is a conflict of interest in our relationship with you or in our relationship with
you and another client we will notify all parties and where possible apply appropriate,
agreed safeguards to protect the interests of all parties.
10.2. Where suitable safeguards cannot be applied we may be unable to provide further
services.
10.3. 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 below.
Professional Indemnity Insurance
11.1. We are required by our professional body ICAEW to have professional indemnity insurance.
11.2. Our insurer is Accelerant Insurance Europe SA, 34 The Mall, Bromley BR1 1TS.
The territorial coverage is UK.
Complaints
12.1. We aim to provide an excellent service at all times. However should you be dissatisfied in
any way please contact Crystelle Johnston. This may be done by writing to 24 Picton
House, Hussar Court, Waterlooville, Hampshire, PO7 7SQ, or by telephoning this office, or by
12.2. We undertake to look into any complaint carefully and promptly and to take all reasonable
measures to resolve the position to your satisfaction. If we do not deal with your complaint
to your satisfaction you may take up the matter with our professional body ICAEW. At that
point, if appropriate, We shall also provide you with details of an approved body that you
may wish to contact with regard to a possible alternative dispute resolution process.
Confidentiality
13.1. In accordance with our code of ethics all communication between us is confidential.
Information will not be disclosed unless authorised by you (for a specific item or generally
via the privacy notice) or where required by law or regulation.
Disengagement
14.1. When we cease to act for you a disengagement letter may be issued. This will ensure that
our respective responsibilities are clear and agreed.
14.2. Should we be unable to contact you we may issue a disengagement letter to your last
known address and cease to act.
14.3. Each of us may terminate this engagement by giving not less than 30 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 engagement immediately.
14.4. Termination shall be without prejudice to any rights that may have accrued to either party
prior to termination.
14.5. We shall also have the right to terminate this engagement and cease to work for you in the
event that you fail to pay our invoices or if you fail to provide us with complete timely or
accurate information to enable us to carry out the services we have agreed to perform for
you.
14.6. In the event of termination of this engagement we will endeavour to agree with you the
arrangements for completion of the work in progress at the time, unless we are required
for legal or regulatory purposes 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.
14.7. At the time of termination of this engagement (for whatever reason) we will invoice you for
all work carried out to the point of termination (in so far as not already invoiced) at our
normal hourly rates.
14.8. Our engagement with you will cease once we have completed all work that we have agreed
to perform for you under this engagement.
14.9. Once our engagement with you has terminated or ceased (for whatever reason) we shall
owe you no further duties to act for you or to advise beyond the date of termination or
cessation of the engagement.
Communication
15.1. We will communicate with you and any agreed third party by a secure method as agreed.
15.2. If you have provided us with your email address, we shall accept that as your authorisation
to communicate with you by email, unless you withdraw that authorisation. Where you have
agreed to receive electronic communications you acknowledge:
Although we take all reasonable care there is a risk of non-receipt, delays,
misdirection or interception by a third party
Although we use up to date virus protection software to reduce the risk you are
responsible for virus checking any emails and attachments
iii. However careful parties are there is a risk associated with electronic
communication which you accept in return for speed and efficiency.
15.3. In order to ensure that communication is effective you are required to notify us promptly of
any change of postal or email address.
Fees, Payment Terms & Timetable
16.1. We will usually provide you with a fixed fee or hourly rate based quotation for each
specified piece of work, such quotation will be set out in communication with you in respect of
that work. We shall never provide a fixed fee quotation in respect of professional work to
be undertaken more than one year ahead of the date of the quotation.
16.2. Unless agreed to the contrary, any estimate of our fees or a fixed fee quotation does not
include any disbursements, or the costs of any third party, which shall be added to our
invoices.
16.3. Where information is provided later than agreed in the key dates schedule an additional fee
may be charged to ensure that the deadline for completion and submission of the
information is met.
16.4. Any work to be carried out beyond that in a fixed fee quotation will be charged at our
normal hourly rates, details of these are available on request. We reserve the right to
increase our hourly rates at reasonable intervals, without notice. Please contact us at any
time if you would like the current list of hourly rates.
16.5. Where the quote for the work is dependent on the volume of transactions, for example
employee numbers or number of invoices, a regular review will be undertaken for any
changes and the fee will be updated accordingly.
16.6. Any fees quoted or estimated are stated exclusive of VAT, which shall be added to our
invoices if and when VAT is chargeable.
16.7. We may request from you one or more payments on account of our fees and
disbursements.
16.8. Invoices for our fees will be issued to you at appropriate intervals in accordance with the
agreement and payment plan.
16.9. Our fees are due for payment within 30 days of the date of issue of the relevant invoice
unless otherwise stated.
16.10. We may agree to spread payment of your fees by way of monthly payments – by standing
order or direct debit – over a period of up to one year. Any monthly standing order or direct
debit agreed between us will be calculated with the expectation that your payments will be
sufficient to settle the invoiced amount upon completion of the assignment to which the
standing order or direct debit relates. Where, during the course of an assignment, it
becomes necessary to revise the estimate of fees, we shall explain the revised estimate to
you in writing, and require you to amend the monthly standing order or direct debit
accordingly.
16.11. In any situation where our fees are expected to be paid by a third party (eg by an
insurance provider in relation to an HMRC investigation), until those fees have been paid in
full, you shall remain liable for our fees.
16.12. We reserve the right to stop work on your affairs entirely where any fees due from you
remain outstanding 30 days after the issue of the relevant invoice.
16.13. We reserve the right to charge interest on all late payments. Where applicable this will be
charged under the Late Payment of Commercial Debts (Interest) Act 1998.
16.14. We also reserve the right to suspend our services or cease to act for you on giving written
notice if payment of any fee is unduly delayed. We intend to exercise these rights only
where it is reasonable and fair to do so.
16.15. In respect of a client that is not a natural person, where that client is unable or unwilling to
settle our fees, or where fees are overdue (as described above), we shall seek payment
from the natural person (or parent entity) who gave us instructions on the client’s behalf,
and we shall be entitled to enforce any fees due against them.
16.16. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 30
days of receipt, failing which you will be deemed to have accepted that payment is due.
Lien
17.1. In so far as permitted to do so by law and professional guidelines, we reserve the right to
exercise a lien over all funds, documents and records in our possession relating to all
assignments undertaken for you until all outstanding fees and disbursements are paid in
full.
Advice
18.1. We will assist in implementing advice only where this has been agreed in writing.
18.2. Advice given is valid at the time it is given. If you are implementing plans yourself at a later
date you need to confirm that there have been no changes in any relevant facts or to laws
and regulations that will impact on the validity of the advice.
18.3. Advice given orally should not be relied upon unless confirmed in writing.
18.4. Advice given by a non-principal should not be relied upon unless confirmed in writing by a
principal.
18.5. Any advice given is for the use of the addressee of the engagement letter only. We accept
no responsibility to any party who is not a party to this agreement.
18.6. Any advice given to you should not be passed to a third party without our express
permission.
18.7. Any advice can only be used for the purpose for which it is given.
Delivery of Our Services
19.1. You agree to provide full and accurate information necessary for us to advise in relation to
your affairs. We will rely on the information and documentation true, correct and complete,
and will not, (unless agreed otherwise in writing) audit the information or those documents.
We are not responsible for any inaccuracies in the information provided to us by you or
third parties, and our advice is based on that information.
19.2. If we ask for information to be provided to us by a specific date, we shall not be responsible
for any losses arising if you provide information after that date, for example, in relation to
the completion of tax returns, even if you provide the information prior to the filing deadline
for the return.
19.3. We strongly recommend that you instruct us sufficiently in advance so that we have time to
give properly considered advice prior to any deadline.
19.4. If you delay in providing information to us, such that we are unable to provide the agreed
services, we may seek to resign from the engagement.
19.5. You authorise us to approach such third parties as may be appropriate for information that
we consider necessary to perform the engagement
19.6. You confirm that we may contact HMRC to advise them of any errors that we consider to be
material that we identify in your reported tax affairs without your prior written consent
(although we will, of course, advise you of such action).
Intellectual Property Rights
20.1. We will retain all copyright in any document we prepare for you unless the law specifically
provides otherwise.
Internal Disputes
21.1. Our client is the business. If there is a dispute between the owners and/or managers of the
business we will continue to communicate with the Nominated Individual, but will copy in all
persons whose email details have been provided to us.
21.2. If conflicting advice, instructions or information are received from different individuals at the
client, we will refer all matters to the board of directors/partnership/LLP/spouses (as
appropriate)and will take no further action until the client has confirmed the course of
action to be taken as an entity.
Limitation of Liability
22.1. We will provide our services with reasonable care and skill. Our liability to you is limited to
losses, damages, costs and expenses directly caused by our negligence or wilful default.
22.2. We undertake that we will exercise due care in the performance of our work in accordance
with applicable professional standards. Our liability in respect of any or all claims will be
limited to an amount equal to 2.5 years’ fees from the onset of this engagement or
£10,000 whichever is greater.
Exclusion of Liability Relating to Non Disclosure or Misrepresentation Etc.
23.1. 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 applies equally to fraudulent acts, misrepresentation or wilful
default on the part of any party to the transaction and their directors, officers, employees,
agents or advisers.
23.2. This exclusion shall not apply where such misrepresentation, withholding or concealment is
or should (in carrying out the procedures which 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.
Limitation of Third Party Rights
24.1. 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.
Exclusion of Liability for Loss Caused by Others
25.1. We will not be liable if 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.
25.2. In particular, where we refer you to another firm for advice on matters outside the remit of
our engagement, even if connected or related to the engagement, who you then instruct
directly, we accept no responsibility in relation to the work carried out by that firm and will
not be liable for any losses caused by them.
Indemnity for Unauthorised Disclosure
26.1. You agree to indemnify us and our agents in respect of any claim, including but not limited
to any claim for negligence, (such indemnity to extend to all liabilities, costs, expenses,
damages and losses, including but not limited to any direct, indirect or consequential losses,
loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a
full indemnity basis) and including payment at our usual rates for the time spent by us in
defending it, and all and other reasonable professional and management costs and
expenses) arising out of any unauthorised disclosure of our advice and opinions, whether in
writing or otherwise.
Limitation of Aggregate Liability
27.1. The Engagement Letter specifies an aggregate limit of liability, and that sum shall be the
maximum aggregate liability of this firm, company or LLP, its principals, partners, directors,
members, subcontractors or members, agents, consultants and employees (and of any
former principals, partners, directors, members, subcontractors agents, consultants and
employees) to all persons to whom the Engagement Letter is addressed and also to any
other person that we have agreed with you may rely on our work.
27.2. 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, subcontractors,
agents, consultants, subcontractors or employees on a personal basis, or any former
principals, partners, directors, members, agents, consultants, subcontractors or employees.
Period of Engagement & Termination
28.1. The start date our responsibility for assignments commences will be set out in the key
dates table within the engagement letter.
28.2. Where no start date has been added in the key dates table or agreed in any other way,
then the service will commence from the start date stated in the engagement letter (July
2022) or the date you sign and return it to us, whichever is the later. Except as stated in
the engagement letter, we will not be responsible for periods prior to the start date.
28.3. When notice is given by either party the date that our responsibility for the service ends will
be set out in the disengagement letter. (Please see ‘Disengagement’ above for more
details).
Retention of Papers
29.1. We will return documents that belong to you when the assignment is complete unless
specifically agreed with you. If we continue to hold records for you we will agree how they
should be treated when we cease to act.
Agreed Further Services
30.1. We will carry out such further additional services beyond those listed in the Schedules as
we may agree with you in writing. Such additional services will be subject to our usual hourly
rates and the terms of this Engagement letter and terms and conditions. Any advice given
under this clause may only be relied upon if confirmed by us in writing
