The following terms of business apply to all engagements accepted by Cooper Paul. 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. 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 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 If any provision in this Standard Terms of Business or any associated engagement schedules,
or its application, are found to be invalid, illegal or otherwise unenforceable in any respect,
the validity, legality or enforceability of any other provisions shall not in any way be affected
or impaired.
2. Client identification
2.1 In common with other professional services firms, we are required by the Proceeds to Crime
Act 2002 and the Money Laundering Regulations 2017 to:
• maintain identification procedures for clients, beneficial owners of clients, and persons
purporting to act on behalf of clients;
• maintain records of identification evidence and the work undertaken for the client; and
• report, in accordance with the relevant legislation and regulations.
We have a statutory obligation under the above legislation to report to the National Crime
Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report
must be made in the strictest confidence. In fulfilment of our legal obligations, neither the
firm’s principals nor may staff enter into any correspondence or discussions with you
regarding such matters.
2.2 If we are not able to obtain satisfactory evidence of your identity and where applicable that
of the beneficial owners, we will not be able to proceed with the engagement.
3. Client money
3.1 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. 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.
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3.2 In order to avoid an excessive amount of administration, interest will only be paid to you
where the amount of interest that would be earned on the balances held on your behalf in
any calendar year exceeds £25. Any such interest would be calculated using the prevailing
rate applied by Barclays Bank Plc for small deposits subject to the minimum period of notice
for withdrawals. Subject to any tax legislation, interest will be paid gross.
3.3 If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30
days, or such sum is likely to be held for more than 30 days, then the money will be placed in
a separate interest-bearing client bank account designated to you. All interest earned on
such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
4. Commissions or other benefits
4.1 In some circumstances, commissions or other benefits may become payable to us or one of
our associates in respect of transactions we or such associates arrange for you, in which case
you will be notified in writing of the amount and terms of payment. The fees that would
otherwise be payable by you as described above will not be abated by such amounts. You
consent to such commission or other benefits being retained by us or, as the case may be,
by our associates, without us or them, being liable to account to you for any such amounts.
5. Complaints
5.1 We are committed to providing you with a high-quality service that is both efficient and
effective. However, should there be any cause for complaint in relation to any aspect of our
service please contact Colin Corrigan or Andrew Gibson. We agree to look into any complaint
carefully and promptly and do everything reasonable to put it right. If you are still not
satisfied you can refer your complaint to our professional body, the Institute of Chartered
Accountants in England and Wales.
6. Confidentiality
6.1 We confirm that where you give us confidential information we shall at all times keep it
confidential, except as required by law or as provided for in regulatory, ethical or other
professional statements relevant to our engagement.
6.2 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. These may include taking the same or similar steps as we
take in respect of the confidentiality of our own information.
6.3 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.
Safeguards may include measures such as separate teams, physical separation of teams, and
separate arrangements for storage of, and access to, information.
6.4 You agree that the effective implementation of such steps or safeguards as described above
will provide adequate measures to avoid any real risk of confidentiality being impaired.
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6.5 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.
6.6 If we use external or cloud-based systems, we will ensure confidentiality of your information
is maintained.
6.7 We reserve the right, for the purpose of promotional activity, training or other business
purposes, to mention that you are a client. As stated above, we will not disclose any
confidential information.
6.8 This clause applies in addition to our obligations as to data protection below.
7. Conflicts of interest
7.1 We reserve the right during our engagement with you to deliver services to other clients
whose interests might compete with yours or are or may be adverse to yours, subject to
clause 8 below. We confirm that we will notify you immediately should we become aware
of any conflict of interest involving us and affecting you 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.
7.2 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
below.
8. Data protection
8.1 To enable us to discharge the services agreed under our engagement, and for other related
purposes including updating and enhancing client records, analysis for management
purposes and statutory returns, crime prevention and legal and regulatory compliance, we
may obtain, use, process and disclose personal data about you/your
business/company/partnership/its officers and employees and shareholders (‘personal
data’).
8.2 In the course of providing services to you and processing personal data, we may disclose
personal data to other firms in our network, a regulatory body or a third party. We may use
a sub-processor and/or export personal data you supply to us outside the EU/EEA/UK if
necessary (subject to your prior written consent, which will not be unreasonably withheld
where we are a processor). We will ensure all such data disclosure/export is compliant with
relevant data protection legislation in the EU/EEA/UK and will use our reasonable
endeavours to ensure that any agreement entered into with sub-processors include similar
terms to those set out in this clause 14. Where cloud-based services are to be used you may
be subject to our cloud services terms and conditions, and cloud storage may be outside the
EU/EEA/UK.
Updated on 05 August 2020
8.3 We confirm we have adequate security measures in place to protect personal data provided
to us, including administrative, physical and technical safeguards.
8.4 We will notify you within 10 working days if an individual asks for copies of their personal
data, makes a complaint about the processing of personal data or serves a notice from a
relevant data protection authority where this relates to you. You and we will consult and
cooperate with each other when responding to any such request, complaint or notice. If an
individual whose data you have supplied to us or which we are processing on your behalf
asks us to remove or cease processing that data, we shall be entitled to do so where required
by law.
8.5 We will answer your reasonable enquiries to enable you to monitor compliance with this
clause. We will also allow for, and contribute to, audits or inspections conducted by the ICO
or their auditor to demonstrate compliance with this clause.
8.6 We confirm that we are each considered an independent data controller in relation to
personal data and that we will each comply with the relevant provisions of applicable data
protection legislation.
8.7 You will also ensure that any disclosure of personal data to us complies with such legislation.
If you supply us with any personal data or confidential information you shall ensure you have
a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have
such a basis and that causes us loss. If you are supplying us with personal data on the basis
of a power of attorney for anyone, you must produce to us an original or certified power of
attorney on demand. You must ensure you have provided the necessary information to the
relevant data subjects regarding its use. You may refer to our privacy notice at our web for
this purpose.
8.8 Applicable data protection legislation places express obligations on you as a data controller
where we as a data processor undertake the processing of personal data on your behalf. An
example would be where we operate a payroll service for you. We therefore confirm that
we will at all times use our reasonable endeavours to comply with the requirements of
applicable EU/EEA/UK data protection legislation when processing data on your behalf. In
particular we confirm that we will aim to comply with any obligations equivalent to those
placed on you as a data controller. You will also comply with applicable data protection
legislation, including but not restricted to, ensuring that you have all appropriate consents
and notices or another lawful basis in place to enable the lawful transfer of personal data to
us. You will fully indemnify and hold us harmless if you do not have a lawful basis and that
causes us loss.
8.9 As the data processor we shall:
•process personal data only on written instruction from you;
•restrict data access to authorised personnel only, and who are bound by
confidentiality;
•disclose the personal data to courts, government agencies and other third parties as
and to the extent required by law;
•maintain a written record of all categories of personal data processing carried out
on your behalf, including details of transfers of personal data outside of the
Updated on 05 August 2020
EU/EEA/UK and a general description of the technical and organisational security
measures in place in relation to personal data; and
•delete or return all personal data to you at the completion of our engagement
requiring personal data processing, subject to legal requirements to retain data.
9. Electronic and other communication
9.1 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. Among other forms of electronic
communication, we may use an online secure document exchange portal designed to permit
us to collaborate online with you, and allowing secure document exchange and electronic
document approval. By using this portal, you may share documents and other relevant
content with us in a secure environment.
9.2 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.
9.3 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.
10. Fees and payment terms
10.1 Our fees are computed on the basis of time spent on your affairs by the principals and our
staff, including sub-contractors or consultants where necessary, and on the levels of skill and
responsibility involved. Disbursements represent travel, accommodation and other
expenses incurred in dealing with your affairs.
10.2 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 that will be the case.
10.3 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 thereto.
10.4 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.
Updated on 05 August 2020
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.
10.5 Our invoices are due for payment within 30 days of issue, unless a direct debit mandate
applies (see paragraph 10.6). 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.
10.6 We shall obtain from you a direct debit instruction and our fees, unless subject to a different
arrangement, shall be collected no earlier than 45 days after the fee note date. You will be
liable for any direct costs arising from any payment default.
10.7 We reserve the right to charge interest on late paid invoices at the rate for the time being
applicable 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.
10.8 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.
10.9 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 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.
11. Implementation
11.1 We will only assist with implementation of our advice if specifically instructed and agreed in
writing.
12. Intellectual property rights
12.1 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.
You may only use such rights to the extent we agreed when engaged to provide services to
you and may not resell or sublicense such rights without our further prior consent.
12.2 You are not permitted to use our name in any statement or document that 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.
Updated on 05 August 2020
13. Interpretation
13.1 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 appendices, the relevant
provision in the engagement letter or schedules will take precedence.
14. Internal disputes within a client
14.1 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 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/proprietors. If conflicting advice, information or instructions are
received from different directors/principals in the business we will refer the matter back to
the board of directors/the partnership and take no further action until the
board/partnership has agreed the action to be taken.
15. Investment advice (including insurance mediation services)
15.1 Although we are not authorised by the Financial Services Authority to conduct Investment
Business, we are licensed by the ICAEW to provide certain limited investment services where
these are complementary to, or arise out of, the professional services we are providing to
you.
15.2 Such assistance may include the following:
• advising you on investments generally, but not recommending a particular investment
or type of investment;
• referring you to a Permitted Third Party (PTP) (an independent firm authorised by the
FSA) and assisting you and the authorised third party during the course of any advice
given by that party. This may include comment on, or explanation of, the advice
received (but we will not make alternative recommendations). The PTP will issue you
with his own terms and conditions letter, will be remunerated separately for his services
and will take full responsibility for compliance with the requirements of the Financial
Services and Markets Act 2000. The firm may receive commission from such an
introduction, in which case you will be fully informed of the expected size and nature
of such commission at the time of the introduction.
• advising on the sale of a contractually based investment other than disposing of any
rights or interests which you may have as a member of a personal pension scheme;
• advising and assisting you in transactions concerning shares or other securities not
quoted on a recognised exchange;
• managing investments or acting as trustee (or donee of a power of attorney) where
decisions to invest are taken on the advice of an authorised person.
15.3 We may also, on the understanding that the shares or other securities of the company are
not publicly traded:
Updated on 05 August 2020
• advise the company, existing or prospective shareholders in relation to exercising rights,
taking benefits or share options valuation and methods;
• arrange any agreements in connection with the issue, sale or transfer of the company’s
shares or other securities;
• arrange for the issue of the new shares; and
• act as the addressee to receive confirmation of acceptance of offer documents etc.
15.4 If you are dissatisfied in any way with our services described in this section, you should follow
the procedures set out in the “Quality of Service” section below. In the unlikely event that
we cannot meet our liabilities to you, you may be able to claim compensation under the
Chartered Accountants’ Compensation scheme.
16. Lien
16.1 Insofar as we are permitted to 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.
17. Limitation of third party rights
17.1 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.
18. Period of engagement and termination
18.1 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.
18.2 In 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 shall not be
required to carry out further work and shall not be responsible or liable for any
consequences arising from termination.
19. Professional rules and statutory obligations
19.1 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
Updated on 05 August 2020
arising from our compliance with statutory or regulatory obligations. You can see copies of
these requirements in our offices. The requirements are also available on the internet at
www.icaew.com/regulations.
20. Quality control
20.1 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 principals and staff.
21. Reliance on advice
21.1 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.
22. Retention of papers
22.1 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.
22.2 Whilst certain documents may legally belong to you, we may destroy correspondence and
other papers that we store electronically or otherwise that are more than seven years old,
except documents we think may be of continuing significance. You must tell us if you wish
us to keep any document for any longer period.
23. The Provision of Services Regulations 2009
23.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009,
our professional indemnity insurer is QBE European Operations, Plantation Place, 30
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 of America or
Canada.
Updated on 05 August 2020
23.2 We are registered to carry on audit work in the UK and Ireland by the Institute of Chartered
Accountants in England and Wales. Details of our audit registration can be viewed at
www.auditregister.org.uk under reference number C007183033.
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