Terms & Conditions
Standard Terms and Conditions of Business
This document outlines the standard terms and conditions of business for our services. It is essential that you read and understand these terms as they, along with our engagement letter and schedule of services, form the basis of our contract with you.
Applicable Law
Our engagement letter, the schedule of services, and these standard terms and conditions of business are governed by and shall be construed in accordance with English law. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any claim, dispute, or difference that may arise out of or in connection with this engagement letter and any matters 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.
Client Identification
In common with other professional services firms, we are required to identify our clients for the purposes of UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or conduct searches of appropriate databases.
Client Money
Should we hold money on your behalf, it will be held in trust in a client bank account, which is segregated from the firm’s funds. This account will be operated, and all funds will be dealt with, in accordance with the Association of Accounting Technicians (AAT) Clients’ Money policy.
Commissions and Other Benefits
In some circumstances, we may receive commissions or other benefits for introductions to other professionals or in respect of transactions we arrange for you. Where this occurs, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits.
Complaints
We are committed to providing 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 Chris Irving. We agree to investigate any complaint carefully and promptly and to do everything reasonable to resolve it. If you remain unsatisfied, you have the right to refer your complaint to our professional body, the Association of Accounting Technicians.
Confidentiality
Communication between us is confidential. We shall take all reasonable steps not to disclose your information, except where required by law, by regulatory bodies, by our insurers, or as part of an external peer review. This undertaking applies during and after our engagement unless we are authorised by you to disclose information on your behalf.
On occasion, we may subcontract work on your affairs to other tax or accounting professionals. These subcontractors will be bound by our client confidentiality terms.
We reserve the right, for promotional activities, training, or similar business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.
Conflicts of Interest
If a conflict of interest arises in our relationship with you, or between you and another client, which can be managed by adopting suitable safeguards to protect your interests, we will implement those safeguards.
Where conflicts are identified that cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services. Should this situation arise, 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 to our obligations of confidentiality.
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.
If we have no contact with you for a period of two years or more, we may issue a disengagement letter to your last known address and thereafter cease to act.
Following termination for any reason, we reserve theright 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.
Electronic and Other Communication
As instructed, we will communicate with you and any third parties you instruct us to via email or other electronic means, as set out in our covering letter and privacy notice. The recipient is responsible for virus-checking emails and any attachments.
Electronic communication carries a risk of non-receipt, delayed receipt, inadvertent misdirection, or interception by third parties. While we use virus-scanning software to mitigate these risks, electronic communication is not entirely secure. We cannot be held responsible for damage or loss caused by viruses or for communications that are corrupted or altered after dispatch. We accept no liability for problems or accidental errors relating to this means of communication, especially concerning commercially sensitive material. You must accept these risks in return for greater efficiency and lower costs. If you do not wish to accept these risks, please inform us, and we will communicate by hard copy, except where electronic submission is mandatory.
Any communication sent by us to you through the post or DX system is deemed to arrive at your postal address two working days after the day it was sent.
When accessing information held electronically by HMRC, we may have access to more information than is necessary for our work. We will only access the records reasonably required to carry out our contract with you.
You are required to keep us updated with accurate contact details at all times. This is crucial to ensure that communications and documents are not sent to the incorrect address.
Fees and Payment Terms
Our fees may depend not only on the time spent on your affairs but also on the level of skill and responsibility required, the importance and value of the advice provided, and the level of risk involved.
Any estimate of our fees for specific work is not contractually binding unless we explicitly state that it will be the case.
Where requested, we may provide a fixed fee for specific services or an indicative range of fees for a particular assignment. It is not our practice to fix fees for more than a year ahead, as such quotes need to be reviewed in light of events. If unforeseen circumstances make a fee quote inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to an investigation into your tax affairs by HMRC. This assistance may be available through insurance policies you hold or membership of a professional or trade body. You will need to advise us of any such insurance cover, other than where it was arranged through us. You will remain liable for our fees regardless of whether all or part of them are to be paid by your insurers.
Our invoices will be raised in accordance with our estimate (on a monthly, quarterly, half-yearly, or annual basis) and are due for payment upon presentation. Our fees are exclusive of VAT, which will be added where chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of our work for you will be added to our invoices where appropriate.
Unless otherwise agreed, 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. A VAT invoice will be issued to you each month for your records. Ad-hoc work will be invoiced as needed.
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 8% above the Bank of England base rate 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.
Implementation
We will only assist with the implementation of our advice if specifically instructed and agreed in writing.
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.
Interpretation
If any provision of this engagement letter, the schedules of services, or these standard terms and conditions is held to be void, that provision will be deemed not to form part of this contract. The remainder of this agreement shall be interpreted as if that provision had never been inserted.
In the event of any conflict between these standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.
Internal Disputes Within a Client
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. 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 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/the LLP and take no further action until the board/partnership/LLP has agreed on the action to be taken.
Investment Advice (Including Insurance Mediation Services)
Investment business is regulated under 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 or licensed by a Designated Professional Body, as we are not authorised to give such advice.
Lien
Insofar as we are permitted 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
General Liability
We will provide our services with reasonable care and skill. Our liability to you is limited to the fees paid by you to us in the event of any losses incurred by you due to any perceived default on our part.
Loss Caused by Others
We will not be liable if such losses, penalties, interest, or additional tax liabilities are caused by the acts or omissions of any other person, due to the provision to us of incomplete, misleading, or false information, or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.
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.
Discovery of Fraud or Misrepresentation
We will not be responsible or liable for any loss, damage, or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation, or wilful default on the part of any party to the transaction and their directors, officers, employees, agents, or advisers.
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 by you or by any person for whom you are responsible 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.
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. 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.
Period of Engagement and Termination
Unless otherwise agreed, our work will begin when we receive your implicit or explicit acceptance of the quote for services. Except as stated in our engagement 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 bye-laws, regulations, and ethical guidelines of the Association of Accounting Technicians and will accept instructions to act for you on this basis.
You are responsible for bringing to our attention any errors, omissions, or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.
In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning that breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. We will not be liable for any loss, damage, or cost arising from our compliance with statutory or regulatory obligations.
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 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. However, bear in mind that advice is only valid at the date it is given.
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 tax affairs. We will return any original documents to you.
When we cease to act for you, we will seek to agree on the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter into direct engagements with the software providers and pay for that service separately.
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, 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 of any specific document or its retention for a longer period.
The Provision of Services Regulations 2009 ("Services Directive")
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.