The following terms of business apply to all engagements accepted by Ridgefield Consulting Limited. All work is done under these terms except where changes are expressly agreed in writing.
1.0 Applicable law
1.1 Our engagement letter, the schedules 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 England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it on any basis. Each party irrevocably waives any right to [1] object to any action being brought in those courts, [2] claim that the action has been brought in an inappropriate forum, or [3] claim that those courts do not have jurisdiction.
1.2 We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof that occur after the date on which the advice is given.
2.0 Scope of services
2.1 We will agree by email or in writing the specific services which you have instructed us to carry out, including an attached schedule that sets out your and our responsibilities in relation to the work to be carried out. If we agree to carry out additional services for you, we will provide you with a new or amended engagement letter. Only the services which we specifically agree are included within the scope of our instructions.
3.0 Client Identification
3.1 As with other professional services firms, we are required to identify our clients for the purposes of the UK Anti-Money Laundering Regulations. We may well request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
4.0 Client money
4.1 We may, from time to time, hold money on your behalf. The money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
5.0 ‘Commissions’ or other benefits
5.1 Sometimes we may receive, ‘commissions’ 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.
6.0 Complaints
6.1 We aim to provide you with a high quality, efficient and effective service. However, should there be any cause for complaint in relation to any aspect of our service please contact Simon or Brian Thomas. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied, then you can refer your complaint to our professional body, the Institute of Chartered Accountants in England and Wales.
7.0 Confidentiality
7.1 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.
7.2 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.
8.0 Conflicts of interest
8.1 We will inform you if we become aware of any conflict of interest in our relationship with you, or in our relationship with you and another client, unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. 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.
8.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. We reserve the right to provide services for other clients whose interests are not the same as yours, or are adverse to yours, subject of course to the obligations of confidentiality referred to above.
9.0 Data protection
9.1 To carry out the services under our engagement letter and for related purposes – such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention – we may obtain, process, use and disclose personal data about you, your officers, workers or employees, or your or their nominated beneficiaries, next of kin or family (as applicable). We will comply with our legal obligations as data controller in relation to such data (and in particular our obligations under the General Data Protection Regulation (GDPR)) and will use such data in accordance with the Privacy and Cookie Policy set out on our website. You must ensure that any provision by you of such personal data to us is lawful.
9.2 In connection with our provision of outsourced payroll services we may act as your data processor for the purposes of GDPR. If and to the extent that we act as your data processor then we will comply with the provisions of the Data Processing Annex set out at the end of these terms and conditions in relation to our processing activities.
10.0 Electronic and other communication
10.1 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.
10.2 With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted 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.
11.0 Fees and payment terms
11.1 Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.
11.2 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 this will be the case.
11.3 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 to it.
11.4 In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
11.5 We will bill upon completion and our invoices are due for payment upon presentation. Our fees are inclusive of VAT. 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.
11.6 Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
11.7 We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rate, compensation and cost deemed reasonable 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.
11.8 If you do not accept that an invoiced fee is fair and reasonable you must notify us within 7 days of receipt, failing which you will be deemed to have accepted that payment is due.
11.9 If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from the individual (or say a 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.
12.0 Implementation of Advice
12.1 We will only assist with implementation of our advice if specifically instructed and agreed in writing.
13.0 Intellectual property rights
13.1 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.
14.0 Interpretation
14.1 If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or schedules, the relevant provision in the engagement letter or schedules will take precedence.
15.0 Internal disputes within a client
15.1 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 – in that instance – our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the [registered office/normal place of business] for the attention of the directors.
16.0 Investment advice (including insurance mediation services)
16.1 Investment business is regulated by the Financial Services and Markets Act 2000. If during the provision of professional services to you, you need advice on investments [including insurances]; we may have to refer you to someone who is authorised by the Financial Conduct Authority as we are not. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.
17.0 Lien
17.1 Insofar as we are 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.
18.0 LIMITATION OF LIABILITY
18.1 We will provide the services as outlined in this letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our possible negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or extra tax liabilities where you or others (1) supply incorrect or incomplete information, or (2) fail to supply any appropriate information, or (3) fail to act on our advice, or (4) fail to respond promptly to communications from us or the tax authorities.
18.2 You will not hold our directors 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 agree that you will not bring any claim in connection with the services we provide to you against any of our directors personally.
18.3 Our work is not to be made available to third parties without our written permission; we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
19.0 Period of engagement and termination
19.1 Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
19.2 Each of us may terminate our 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.
20.0 Professional rules and statutory obligations
20.1 We will observe and act in accordance with the bye-laws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales 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. You can see copies of these requirements in our office. The requirements are also available on the internet at www.icaew.com/en/members/regulations-standards-and-guidance.
21.0 Quality control
21.1 As part of our on-going commitment to providing a quality service, our files are periodically 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 directors.
22.0 Reliance on advice
22.1 We will try 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.
23.0 Retention of papers
23.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you [if requested]. Documents and records relevant to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships:
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, Limited Liability Partnerships, and other corporate entities:
6 years from the end of the accounting period
24.0 The Provision of Services Regulations 2009
24.1 Our professional indemnity insurer is QBE Ltd, of Plantation Place, 30 Fenchurch St, London EC3M 3BD. The territorial coverage is worldwide; excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.
25.0 Company secretarial
25.1.1 A private company is required to file its financial statements at Companies House within nine months of the year end. The company will be liable to a fine if it fails to do so. We accept no responsibility for fines or regulatory action taken against the directors where the statutory financial statements are not available for filing.
25.1.2 We have agreed to act as your agent, and to:
submit the financial statements to the Registrar of Companies,
complete and submit the company’s confirmation statement,
complete and submit any other forms which are required by law to be filed at Companies House, provided that you keep us fully informed of any relevant changes or events which are required to be notified to Companies House, within one week of the change or event, and
maintain the statutory books
26.0 Consultancy Services
26.1.1 There are many other areas where we can be of assistance, and we will be pleased to discuss any matters with you. These other services include:
reports in support of returns or claims, e.g. insurance company certificates, government grants, etc.,
advice on financial matters
management accounting, including such matters as cash flow statements, costing systems, etc., and advice on management
advice on the selection and implementation of computer systems,
investigations for special purposes, e.g. acquisitions of other businesses or examination of specific aspects of your business, and
advice on the selection and recruitment of staff
26.1.2 Our website at www.ridgefieldconsulting.co.uk explains more fully the services that we can provide.
27.0 Provision of Services Regulations
27.1.1 The company’s audit registration number is C003069497 and access to the audit register can be located at www.auditregister.org.uk and www.cro.ie/auditors
27.1.2 The audit regulations can be access at www.icaew.com/regulations
27.1.3 Ethical Standards can be accessed at www.frc.org.uk and www.iaasa.ie
DATA PROCESSING ANNEX
In this Annex “Data Protection Legislation”: means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
1. DATA PROTECTION
Both parties will comply with all applicable requirements of the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where data controllerand data processor have the meanings given in the Data Protection Legislation) in relation to certain personal data (as defined in the Data Protection Legislation) processed by us. Section 2 below sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.
We shall, in relation to the personal data described in Section 2:
process the personal data only on your written instructions or as required by law;
have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of, accidental loss or destruction of, or damage to, the personal data;
ensure that all personnel who have access to and/or process the personal data are obliged to keep them confidential (without limiting our obligations to report payroll information to HMRC as part of our payroll service or our professional obligations to report fraud or money laundering);
not transfer the personal data outside of the European Economic Area unless with your prior written consent or as required by law;
assist you in responding to any request from a data subject and complying with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, in each case subject to the payment of our reasonable fees;
at your written direction delete or return the personal data on termination of the services to which their provision relates (except to the extent we are required by law to retain the data); and
maintain complete and accurate records and information to demonstrate our compliance with this Section 1, and allow you to audit our compliance (provided such audit is conducted in such a manner to minimise disruption to our business, on reasonable notice, at your cost and subject to your payment of our reasonable fees for time incurred).
We may appoint third party processors of the personal data described in Section 2 but shall ensure that we do so under a written agreement incorporating terms which are equivalent in their effect to those set out in this Annex.
2. DETAILS OF PROCESSING
Scope
We may process certain personal data on the client’s behalf in the performance of outsourced payroll services relating to the client’s personnel. Such processing may take place within our IT environments or those of our selected payroll software provider.
Nature
Processing in the course of providing outsourced payroll services to the client, which means accessing, receiving, storing, creating and transmitting personal data.
Purpose of processing
The provision of outsourced payroll services to the client as agreed from time to time, and in particular the payment of salary and other sums to the clients’ personnel and the calculation and reporting of applicable tax.
Duration of the processing
For the duration of the performance of our payroll services and any additional retention period required by law.
Types of personal data
Such personal data as may be processed by us to provide payroll services, including the name and contact details of the data subjects being paid, their National Insurance numbers, bank account details, details of salary, benefits, entitlements, and tax details.
