Following terms of business apply to all engagements accepted by SANDALWOOD
ACCOUNTANTS. All work is carried out under these terms except where changes are expressly
agreed in writing.
1. 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.
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 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.
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 accepts 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. CLIENT IDENTIFICATION
2.1 As with other professional services firms, we are required to identify 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.
2.2 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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TERMS OF BUSINESS: OCTOBER 2023
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2.3 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.
3. CONFIDENTIALITY
3.1 Unless we are authorised by you to disclose information on your behalf, we confirm that
if you give us confidential information we will, at all times during and after this
engagement, keep it confidential, except as required by law or as provided for in
regulatory, ethical or other professional pronouncements applicable to us or our
engagement.
3.2 You agree that, if we act for other clients who are or who become your competitors, to
comply with our duty of confidentiality it will be sufficient for us to take such steps as we
think appropriate to preserve the confidentiality of information given to us by you, both
during and after this engagement.
3.3 In addition, if we act for other clients whose interests are or may be adverse to yours, we
will manage the conflict by implementing additional safeguards to preserve
confidentiality.
3.4 We may, on occasion, subcontract work on your affairs to other tax or accounting
professionals. The subcontractors will be bound by our client confidentiality terms. We
will inform you of the proposed use of a subcontractor before they commence work,
except where your data will not be transferred out of our systems and the subcontractor
is bound by confidentiality terms equivalent to an employee.
3.5 If we use external or cloud-based systems, we will ensure confidentiality of your
information is maintained.
3.6 This applies in addition to our obligations on data protection in section 19
4. CONFLICTS OF INTEREST
4.1 During and after our engagement, you agree that we reserve the right to act for other
clients whose interests are or may compete with, or be adverse to, yours subject, of
course, to our obligations of confidentiality and the safeguards set out in the paragraph
on confidentiality. 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.
4.2 If there is a conflict of interest that is capable of being addressed successfully by the
adoption of suitable safeguards to protect your interests, we will adopt those safeguards.
In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be
viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics.
5. DISENGAGEMENT
5.1 If we resign, or are asked to resign, we will normally issue a disengagement letter to
ensure that our respective responsibilities are clear. If there is no contact with you for a
period of 18 months or more from date of last communication, we may issue to your last
known address a disengagement letter and thereafter cease to act.
6. ELECTRONIC AND OTHER COMMUNICATION
6.1 Unless you instruct us otherwise, we may, communicate with you by email or other
electronic means. The recipient is responsible for virus checking emails and any
attachments.
6.2 Internet and electronic communication are at risk of non-receipt, interception or
corruption. Electronic communication is not totally secure and we cannot be held
responsible for damage or loss caused by viruses or for communications which are
corrupted or altered after despatch. Nor can we accept liability for problems or accidental
errors relating to this means of communication, especially in relation to commercially
sensitive material.
6.3 Any communication by us with you sent through the postal system is deemed to arrive at
your postal address two working days after the day the document was sent.
7. FEES AND PAYMENT TERMS
7.1 Our fees will be either fixed fees for detailed service package, chargeable monthly by
subscription or variable fees based on the hours worked for specific work, chargeable
as detailed in our engagement letter with you. All fees are based on the number of hours
involved to complete work by director, plus level of skill and risk involved.
7.2 Fees are due for payment upon date of issue.
7.3 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 as per
indication in our engagement letter.
7.4 We reserve the right to charge interest on late paid invoices at the rate of 5% 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, having given
written notice, if payment of any fees is unduly delayed.
8. HELP US TO GIVE YOU THE BEST SERVICE
8.1 We are committed to providing you with a high-quality service that is both efficient and
effective. If, at any point you would like to discuss with us how our service to you could
be improved, or if you are dissatisfied with the service you are receiving, please let us
know by contacting TANYA CARDALL ([email protected]).
8.2 We will consider carefully any complaint you may make about our service as soon as we
receive it and do all we can to explain the position to you. If we do not answer your
complaint to your satisfaction, you may, of course, take up the matter with our
professional body, ICAEW.
9. INTELLECTUAL PROPERTY RIGHTS AND USE OF OUR NAME
9.1 We will retain all intellectual property rights in any document prepared by us during the
course of carrying out the engagement except where the law specifically states
otherwise.
9.2 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.
10. INTERPRETATION
10.1If any provision of our engagement letter or terms of business is held to be void, 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 appendices, the relevant
provision in the engagement letter or schedules will take precedence.
11. INTERNAL DISPUTES WITHIN A CLIENT
11.1If we become aware of a dispute between the parties who own the business or who are
in some way involved in its ownership and management, 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 for the attention of the
directors. If conflicting advice, information or instructions are received from different
directors in the business, we will refer the matter back to the board of directors and take
no further action until the board has agreed the action to be taken.
12. LIMITATION OF THIRD PARTY RIGHTS
12.1The 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. We accept no responsibility
to third parties, including any group company to whom the engagement letter is not
addressed. No rights or benefits are conferred on any third party under the Contracts
(Rights of Third Parties) Act 1999.
13. PERIOD OF ENGAGEMENT AND TERMINATION
13.1Unless otherwise agreed in our engagement letter, our work will begin when we receive
implicit or explicit acceptance of that letter. We will not be responsible for periods before
that date.
13.2Each of us may terminate our agreement by giving not less than 21 days’ notice in
writing to the other party except if 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 before termination.
13.3We reserve the right to terminate the engagement between us with immediate effect in
the event of: your insolvency, bankruptcy or other arrangement being reached with
creditors; an independence issue or change in the law which means we can no longer
act; failure to pay our fees by the due dates; or either party being in breach of their
obligations if this is not corrected within 30 days of being asked to do so.
13.4In the event of termination of our 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 will not be
required to carry out further work and shall not be responsible or liable for any
consequences arising from termination.
14. PROFESSIONAL RULES AND STATUTORY OBLIGATIONS
14.1 We will observe and act in accordance with the Bye-laws, regulations and Code of
Ethics of ICAEW and will accept instructions to act for you on this basis. You give us the
authority to correct errors made by HMRC if 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. The requirements are available online at
icaew.com/en/membership/regulations-standards-and-guidance.
15. QUALITY CONTROL
15.1 Our files are periodically reviewed by an independent regulatory body. These reviewers
are highly experienced professionals and are bound by the same rules of confidentiality
as our principal.
15.2 When dealing with HMRC on your behalf we are required to be honest and to take
reasonable care to ensure that your returns are correct. To enable us to do this, you are
required to be honest with us and to provide us with all necessary information in a timely
manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit
https://www.gov.uk/government/publications/hmrc-charter.
16. RELIANCE ON ADVICE
16.1 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. Advice is valid as at the date it was given.
17. RETENTION OF PAPERS
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. Documents and records relevant to your
tax affairs are required by law. Documents and records required by law to be retained as
follows:
Individuals, trustees and partnerships:
a) with trading or rental income: five years and 10 months after the end of the tax year
b) otherwise: 22 months after the end of the tax year.
Companies and Limited Liability Partnerships:
c) six years from the end of the accounting period.
Although certain documents may legally belong to you, we may destroy correspondence
and other papers that we store electronically that are more than seven years old, except
documents we think may be of continuing significance.
18. THE PROVISION OF SERVICES REGULATIONS 2009
1.1. Our professional indemnity insurer is QBE European Operations,
of 38 Fenchurch Street, 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 or Canada.
19. TIMING OF OUR SERVICES
19.1If you provide us with all information and explanations on a timely basis in accordance
with our requirements, we will plan to undertake the work within a reasonable period of
time to meet any regulatory deadlines. However, failure to complete our services before
any such regulatory deadline would not, of itself, mean that we are liable for any penalty
or additional costs arising.
20. DATA PROTECTION DATA CONTROLLER
20.1 In this clause the following definitions shall apply:
‘client personal data’ means any personal data provided to us by you, or on your behalf,
for the purpose of providing our services to you, pursuant to our engagement letter with
you. ‘data protection legislation’ means all applicable privacy and data protection
legislation, and regulations inc PECR, UK GDPR and any other applicable national laws,
regulations and secondary legislation in the UK relating to the processing of personal
data and the privacy of electronic communications, as updated accordingly;
‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to
them in the data protection legislation;
‘UK GDPR’ means the Data Protection Act 2018 as amended by the Data Protection,
Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020;
and
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations
2003 (SI 2426/2003) as amended by the Data Protection, Privacy and Electronic
Communications (Amendments etc) (EU Exit) Regulations 2020.
20.2 We shall each be considered an independent data controller in relation to the client
personal data. Each of us will comply with all requirements and obligations applicable to
us under the data protection legislation in respect of the client personal data.
20.3 You shall only disclose client personal data to us where you have a lawful basis upon
which to do so, which, in the absence of any other lawful basis, shall be with the relevant
data subject’s consent; and you have complied with the necessary requirements under
the data protection legislation to enable you to do so.
20.4 We shall only process the client personal data; in order to provide our services to you
and perform any other obligations in accordance with our engagement with you, in order
to comply with our legal or regulatory obligations, where it is necessary for the purposes
of our legitimate interests and those interests are not overridden by the data subjects’
own privacy rights. For the purpose of providing our services to you, we may disclose the
client personal data to our regulatory bodies.
20.5 We shall maintain commercially reasonable and appropriate security measures,
including administrative, physical and technical safeguards, to protect against
unauthorised or unlawful processing of the client personal data and against accidental
loss or destruction of, or damage to, the client personal data.
20.6 In respect of the client personal data, provided that we are legally permitted to do so, we
shall promptly notify you in the event that:
a) we receive a request, from or on behalf of a relevant data subject, to exercise their
data subject rights under the data protection legislation or a complaint or any
adverse correspondence in respect of our processing of their personal data;
b) we are served with an information, enforcement or assessment notice (or any similar
notices), or receive any other material communication in respect of our processing
of the client personal data from the Information Commissioner’s Office or any other
supervisory authority); or
