We are obliged to issue and (as required) renew letters of engagement with all clients; this document
sets out the basis on which we are engaged to act for the addressee and our respective areas of
responsibility; it also includes our Terms and Conditions and Privacy Statement.
Where you would like us to act for another party who is not the addressee (and this may be you
personally / a spouse / a partnership / a company) we will issue a separate engagement letter for
that purpose. Using the most appropriate method, we will obtain authorisation for HMRC to
communicate with us as agent. We will explain what action you need to take. You agree to
completing any necessary actions to allow authorisation within the required timeframe. It is
important to appreciate that you remain required to take 'reasonable care' over tax affairs.
Money Laundering
We are required by current legislation to:
• Undertake due diligence for all clients.
• Maintain records of this due diligence, including identification evidence.
• Report, in accordance with the relevant legislation, to the National Crime Agency.
We use an online system to obtain this documentation but if this is unable to verify your identity
for us you will need to supply (if you have not already):
• A valid passport or other photo identification, such as a driving license.
• Evidence of current place of residence e.g. a utility bill which is not more than four months old.
If the above is not available, please call so that we can discuss what other means of identification
would be suitable. If the addressee is a limited company, we are required to obtain this
documentation for every director and any shareholder holding more than 25% of the share capital.
General Data Protection Regulation ("GDPR")
In accordance with the GDPR we have set out our Privacy Policy and your rights for you to read and
approve at the end of this document however please note that the Privacy Notice, General Data
Protection Regulation (GDPR) Policy, Payroll GDPR Policy and Terms & Conditions are available on our
website (https://www.oclaccountancy.com/).
Period of engagement
This engagement will start and the terms set out in this document shall take effect immediately upon
your countersigning and returning it to us. Where we receive written instruction to start work before
receiving a signed copy of this letter, we will treat that as acceptance of all the terms of this
engagement letter, unless we hear from you to the contrary within 14 days of you giving that
instruction.
Scope of services to be provided
This document details the work that you have instructed us to carry out & states your and our
responsibilities in relation to it. If we agree to carry out additional services for you, we will provide
you with a new or amended engagement letter. Only the services that are listed in the accompanying
schedule[s] are included within the scope of our instructions. If there is
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additional work that you wish us to carry out which is not listed in the schedule[s], please let us
know and we will discuss with you whether they can be included in the scope of our work.
We shall not be responsible for any failure to advise or comment on any matter that falls outside the
specific scope of your instructions. We cannot accept any responsibility for any event, loss or
situation unless it is one against which it is the expressed purpose of these instructions to provide
protection.
Your responsibility to us
The service and advice that we give can only be as good as the information on which it is based. In so
far as that information is provided by you, or by third parties with your permission, your
responsibility arises as soon as possible if any information, circumstances or facts alter, as any
alteration may have a significant impact on the service or advice given. If your circumstances change
or your needs alter, advise us of the alteration as soon as possible in writing.
Continuity Agreement
To provide cover in the event of incapacity or death of the senior Director, we have followed the
guidelines from our Institute and completed a Continuity Agreement with a firm of Chartered
Accountants. The purpose of this agreement is to look after your interests by providing continuity of
services. You will of course be contacted in the event of such circumstances arising and you will have
the option to decline to be covered by these arrangements.
Limitation of liability
We specifically draw your attention to the limitation of liability paragraphs in our standard terms and
conditions which set out the basis on which we limit our liability to you and to others. You should
read this in conjunction with the limitation of third-party rights paragraphs in our standard terms and
conditions which exclude liability to third parties. These are important provisions which you should
read and consider carefully.
There are no third parties that we have agreed should be entitled to rely on the work done pursuant
to this engagement letter.
Other services
You may request that we provide other services from time to time. We may need to issue a separate
letter of engagement and scope of work to be performed accordingly.
Because rules and regulations frequently change you must ask us to confirm any advice already given
if a transaction is delayed or a similar transaction is to be undertaken.
Agreement of terms
This letter should be read in conjunction with the firm's standard terms and conditions attached.
General terms and conditions
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 of
engagement.
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Accessibility of Privacy Notice, GDPR policies and Terms & Conditions (T&C's)
Please note that the Privacy Notice, General Data Protection Regulation (GDPR) Policy, Payroll GDPR
Policy and Terms & Conditions are available on our website (https://www.oclaccountancy.com/).
In circumstances where you are signing this agreement on behalf of another party, signing implies
agreement that all parties have been made aware of the Privacy Notice and how we manage
personal data.
With regards to our GDPR policy for retaining information for anti-money laundering (AML)
regulations and identification checks, please note:
• OCL's standard policy is to hold information for at least 6 years post disengagement.
• As per GDPR regulations you have the right to rectify or withdraw consent (in writing) for
OCL holding this data at any stage post disengagement.
Applicable law
The engagement letter, the schedule of services and our standard terms and conditions of business
are governed by, and should be construed in accordance with English law. Each party agrees that the
Courts of English law 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.
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.
Authorisation and registration
A director is registered with the Institute of Chartered Accountants in England and Wales (ICAEW) as
a Member in Practice.
Bribery Act 2010
In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in
place to prevent the business and its partners and staff from offering or receiving bribes.
Client Identification
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.
If you undertake business that requires you to be supervised by an appropriate supervisory authority
to follow anti-money laundering regulations including if you accept or make a high value cash
payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should
inform us.
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Any personal data received from you to comply with our obligations under The Money Laundering,
Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017)
will be processed only for the purposes of preventing money laundering or terrorist financing. No
other use will be made of this personal data unless use of the data is permitted by or under
enactment other than the MLR 2017, or we have obtained the consent of the data subject to the
proposed use of the data.
Client monies
We may, from time to time, hold money on your behalf. Such money will be held in trust in a client
bank account, which is segregated from the firm's funds.
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 practise then we may
pay those monies to a registered charity.
Fees paid by you in advance for professional work to be performed and clearly identifiable as such
shall not be regarded as clients' monies.
Commissions or other benefits
In some circumstances, commissions or other benefits may become payable to us in respect of
transactions which we arrange for you. Where this occurs, you should be notified by the provider of
the amount & terms; we accept no responsibility if this doesn't happen. The same should apply
where the payment is made to or transactions are arranged by a person or business connected with
ours. You agree that we can retain any commission or other benefits without being liable to you for
any such amounts.
Communication
Unless you instruct us otherwise we may, where appropriate, communicate with you and with third
parties 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 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 where electronic submission is
mandatory.
Any communication by us with you sent through the post system is deemed to arrive at your postal
address two working days after the day that the document was sent.
Confidentiality
Communication between us is confidential and we shall take all reasonable steps to keep confidential
your information except where we are required to disclose it by law, by regulatory bodies, by our
insurers or as part of an external peer review. Unless we are authorised by you to disclose
information on your behalf this undertaking will apply during and after this engagement.
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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.
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.
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
You acknowledge that we will act in accordance with the privacy notice we have supplied to you.
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 period of 12 months or more, 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.
Duration
Upon signing of an agreement OCL Accountancy's pricing is on the basis the quoted work will
continue until at least 12 months after the acceptance date. Termination of work before this date
may require OCL to raise a final bill to cover any remaining costs incurred in the period or pro-rata
loss of planned income.
Fees
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 it 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
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us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify
you of a revised figure or range.
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
assurance 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.
Our normal hourly rates are set out below. These will be increased annually. VAT being charged
thereon. Indicative hourly charge-out rates are as follows
Director £150.00
Senior Manager £ 90.00 – £120.00
Manager £ 65.00 – £75.00
Accounts / Tax Senior £ 55.00 – £65.00
Bookkeeping / Payroll £ 40.00 – £55.00
Assistant / Junior £ 35.00
We will invoice at least annually and our invoices are due for payment on presentation unless
otherwise stated. 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. 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 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.
We reserve the right to charge interest on late-paid invoices at the rate of 2% 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 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.
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.
Personal Guarantee for limited company clients
From time to time client companies can face financial hardship and may become insolvent; it is not
our policy to withhold services as this can aggravate the situation. It is therefore agreed by you the
signatory (or signatories) to this letter that in accepting these Terms you are providing a personal
guarantee and so accept personal responsibility & therefore liability (jointly and severally in the case
of joint signatories) for any unpaid debt owed to this company when such debt becomes more than 3
months overdue.
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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.
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.
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.
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.
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 the registered office or main trading address for the attention of the directors or
partners. If conflicting advice, information or instructions are received from different parties in the
business we will refer the matter back to the directors or partners and take no further action until
they have agreed the action to be taken.
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Investment services
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 the Prudential Regulation Authority or licensed by a Designated Professional Body as we
are not authorised to give such advice.
Lien
Insofar 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. Our liability to you is limited to losses,
damages, costs and expenses caused by our negligence or wilful default.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due
to the acts or omissions of any other person or due to the provision to us of incomplete, misleading
or false information or if they are due to a failure to act on our advice or a failure to provide us with
relevant information.
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 the discovery of fraud, etc.
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 wrongly
misrepresented to us or from fraudulent acts, misrepresentation or wilful default on the part of any
party to the transaction and their directors, officers, employees, agents or advisers.
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.
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 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.
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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
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 2017you 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 accounts, tax or other agreed
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).
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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.
Professional rules and statutory obligations
We will observe and act in accordance with the by-laws, regulations and ethical guidelines of the
Institute of Chartered Accountants in England and Wales (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 where
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.
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 at our offices.
Quality control
As part of our ongoing commitment to providing a quality service, our files may periodically be
reviewed by an independent regulatory or quality control body. These reviewers are highly
experienced and professional people and, of course, are bound by the same rules for confidentiality
as our staff.
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.
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.
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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 affairs. We
will return any original documents to you if requested. Documents and records relevant to your
affairs are required by law to be retained as follows:
Individuals, trustees and partnerships
- with trading or rental income: 5 years and 10 months after the end of the tax year;
- otherwise: 22 months after the end of the tax year;
Companies, LLPs and other corporate entities
- 6 years from the end of the accounting period;
Whilst certain documents may legally belong to you we may destroy correspondence and other
papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if
you require the return or retention of any specific documents for a longer period.
Timetable
The services we undertake to perform for you will be carried out on a timescale to be determined
between us on an ongoing basis.
The timing of our work will in any event be dependent on the prompt supply of all information and
documentation as and when required by us.
Record storage
Our services will regularly require us to obtain records from you. When we have finished processing
them we shall contact you to arrange for their collection or for you to instruct us to return them to
you at your expense. If the records have not been collected or returned within 3 months of our
advice then we shall be entitled to charge storage and handling at a rate of £15 per month plus VAT
for each complete month after the three-month period has expired. The company also reserves the
right as an alternative to raising a charge, to make two attempts to arrange collection (or return) and
if at that stage no response has been received, OCL will return the records to the address held on
OCL's database for the client. OCL will use its usual courier service provider for this return.
Call recording
We may utilise a system that records all calls to and from the company and you consent to this by
accepting these terms. The data comprised within those recordings will be covered by our General
Data Protection Regulation policy.
The Provision of Services Regulations 2009 ('Services Directive')
In accordance with professional body rules, we are required to hold professional indemnity
insurance. Details about the insurer and coverage can be found at our offices or by request from us.
