This Appendix sets out our general terms and conditions.
Although these Terms and Conditions are prompted by the Services set out in Appendix I, they shall apply, as a separate agreement, in respect of each matter on which you instruct us. Where you control any company or companies or are a member of a group of companies, they shall apply to instructions from each of those companies.
This agreement begins on the earlier of your signing the Client Acceptance, or asking us to start work on the Services.
You confirm that you have all the necessary powers and have obtained all the necessary authorisations, consents and approvals to enable you to enter into this engagement letter in a valid and lawful manner.
PROFESSIONAL RULES AND STATUTORY OBLIGATIONS
We will observe and act in accordance with the regulations, standards and guidance of the Institute of Chartered Accountants in England and Wales and will accept instructions to act for you on this basis. The requirements are available on-line at www.icaew.com and the Ethical Standards for auditors can be found at www.frc.org.uk/apb.
We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
FEES AND PAYMENT TERMS
It is our policy initially to issue a request for payment of our fees and to issue a receipted VAT invoice once payment is received. Our request for payment will be due for payment within 30 days unless a monthly or quarterly standing order is in place. We reserve the right not to undertake further work on your behalf if we do not receive payment of our fees in accordance with these terms. We do not charge Interest on any form of transaction.
If we need to do work involving responsibilities in addition to those set out in our engagement letter, we will advise you in advance. Such work will involve additional fees.
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.
Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
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.
We shall not be obliged to accept any payment in relation to any matter other than in the form of a cheque drawn on a UK Bank account of yours or of an appropriate third party acceptable to us, or by bank transfer confirmed by our bank to be from such an account. In exceptional circumstances we may in our absolute discretion agree to accept payment by some other method. Under no circumstances will we be obliged to accept payments from third parties who are not, in our view, properly involved with the relevant matter. We shall have no liability for any delay to your Services or other consequences arising from any non-compliance by you with these provisions.
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.
We shall take such steps as we, in good faith, think fit to preserve the confidentiality of any information concerning your affairs held in connection with the Services. This is, however, subject to applicable legal, regulatory or professional disclosure requirements relevant to the Services.
As part of the performance of the Services, we may take specialist advice from, or otherwise use the services of, a third party. Additionally, our files may be independently reviewed for quality control purposes. In each case, we may disclose information concerning you and/or your business to such third parties provided that they have agreed to maintain as confidential any information we give to them.
Unless required by law or regulation, we shall be under no obligation to disclose to you or take into consideration any fact, thing or matter the disclosure of which would or might be a breach of confidence or breach of duty to any other person.
We reserve the right, for the purpose of promotional activity, training or for other similar business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
We may, in certain circumstances, have a right or a duty to disclose certain matters arising in the course of our professional work to relevant authorities under the Proceeds of Crime Act 2002, the Financial Services and Markets Act 2000 or other legislation without informing you of such disclosure. You agree that such disclosure will not amount to a breach of the confidentiality provisions above and you will have no claim against us in respect of anything we may do in good faith with a view to meeting our obligations in respect of any legislation in force from time to time.
If we put you in touch with any third party (whether in connection with the Services or otherwise), we do so on the basis that we are not acting as their agent or representative. You should satisfy yourself that any person referred to you adequately meets your requirements. We shall use reasonable care in selecting any such person, but we shall not be liable for their advice, opinions or the information supplied by them or for the payment of their fees or expenses and, in particular, we do not accept responsibility for any act or omission (including any negligence) on their part. Such third party may be an associate or a related company.
Unless you instruct us otherwise we may, where appropriate use electronic mail (e-mail) or other electronic means to communicate with you and/or other parties with whom we are in touch in connection with the Services. 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 agree to bear in return for greater efficiency. 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.
You agree we may contact you without your express permission where we need to do so to provide you with a proper service. We shall of course comply with any restrictions of which you notify us in writing.
HELPING US TO GIVE YOU THE BEST SERVICE
We are confident that we provide a high quality of service. However, if you are dissatisfied with the service you have received from us or have any query or concern about our work or would like to discuss with us how our service could be improved, please do not hesitate to let us know by first taking it up with the director who is responsible for handling your affairs. If that does not resolve the problem to your satisfaction or you would prefer not to speak with that person, please take it up with our Finance Director. We undertake to look into any complaint carefully and promptly and to explain the position to you clearly.
If we receive commission or other benefits for introductions to other professionals or for transactions we arrange for you, we will account to you for that benefit. The value of such benefit will be notified to you and will be deducted from current and future fees otherwise chargeable to you.
You agree to provide us in a timely manner with all documents and information we may need to complete the Service and, unless stated otherwise, you confirm that the documents and information provided are correct and accurate.
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.
We shall have the exclusive copyright in any letters, papers or other documents prepared by us during the course of carrying out the Service, save where the law specifically provides otherwise.
There may be occasions where you wish us to comment on the commercial aspects of legal documents. We will not be involved in their drafting or preparation as we consider this is the responsibility of lawyers. Whilst every care will be taken in the advice we give you in relation to any document, such advice and/or comments should not be taken as definitive. We cannot accept any liability or responsibility for any loss or damage suffered as a result of any defect in the drafting or preparation of any document or the completion of any mechanics adopted to give effect to it.
We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you. In order to carry out the Services 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.
In the conduct of our professional services we may need to collect and use personal information about (i) you or your partners, your company, your trustees, your clients/customers or your family and (ii) your or their employees, agents or contractors. You confirm that you will comply with any obligations that you may have under the Data Protection Act 1998 when providing us with this personal information. You shall be responsible for any loss or damage suffered by us as a result of your failure to comply with the Act.
In order to ensure that the advice and services provided to you, whether by us and/or our associates and related companies are appropriate to your needs, you agree that information held by us may be shared with our associates and related companies.
In providing the Services, we may transfer data outside the European Economic Area (the EEA). You understand that the data protection legislation outside the EEA may not give you as much protection as does the data protection legislation inside the EEA. You may impose any limitation on the circulation of data you wish by agreeing it in writing with us.
REPORTS AND ADVICE
You shall place no reliance on any reports or advice issued by us in draft, since such drafts are subject to revision and other factors that may result in them being substantially different from any final report or advice issued.
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.
Our advice, reports and letters are confidential and are prepared only for you, as our client, and may not be used, reproduced or circulated, whether in whole or in part, for any other purpose, without our prior written consent. Under no circumstances, regardless of consent, will we assume any responsibility to any third party to whom disclosure may be made and you agree to indemnify us in respect of any claim against us, including the costs of defending such a claim, arising out of any disclosure whether by you or anyone engaged by you.
CONFLICTS OF INTEREST AND INDEPENDENCE
We reserve the right at any time during or after 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 the obligations of confidentiality set out above.
We will disclose any material conflict of interest to you when it comes to our notice unless we are unable to do so due to confidentiality restrictions. If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to manage the conflict. We have safeguards that can be implemented to protect the interests of different clients in such situations.
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. If this arises, we will inform you promptly.
INTERNAL DISPUTE 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 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 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 the action to be taken.
RIGHTS OF THIRD PARTIES
Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this engagement. Such limitation does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.
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.
CLIENT IDENTIFICATION AND VERIFICATION
In common with other professional services firms, we are required to identify and verify the identity of 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. We may use electronic data sources to help us with the verification: Such checks leave a different footprint to credit checks on electronic files.
Please note that we are unable to provide the Services until we have satisfactorily completed our client identification and verification procedures.
CHANGES IN STATUS
You shall notify us as soon as possible of any changes to your circumstances which we should reasonably be made aware of, including (i) changes of name, address, telephone or fax numbers or e-mail address (ii) (where you are a company, a group of companies or a trust) ownership changes and changes in directors or trustees and (iii) if you go into administration, receivership or liquidation or make any arrangement with your creditors.
If any provision of our engagement letter , schedule of services or standard terms of business is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that or any other jurisdiction of the rest of that provision or of any other provision of our engagement letter.
Our engagement letter, the schedule of services and standard terms of business comprises the whole agreement between us relating to the Services and supersedes any previous letter of engagement relating to the same matter.
In the event of any conflict between these terms of business and our engagement letter or schedules, the relevant provision in the engagement letter or schedules will take precedence.
We shall not be responsible for any failure on our part to perform any of our obligations under our engagement letter arising as a result of matters beyond our reasonable control, including (without limitation) any act of God, fire, riot, war, terrorism, civil commotion, act of state or government, prevention from or hindrance in obtaining any materials, energy or other supplies, or any labour dispute.
GOVERNING LAW AND JURISDICTION
Our 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 England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from or under them. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.
We may transfer all or any of our rights and obligations under this engagement either to another appropriately authorised member of the group or to another person that succeeds to our business.
We will only assist with implementation of our advice if specifically instructed in writing.
We shall not be treated as having notice, for the purposes of our responsibilities, of information provided to members of our firm other than those engaged on specific assignments.
We may change the Terms and Conditions in this engagement by giving notice to you. For major changes, we will give at least four weeks’ notice unless any relevant law or regulation requires otherwise. Minor changes will be notified on our website.
Our engagement letter and standard terms shall remain in force until cancelled or superseded by agreement between us in writing. Either of us may terminate our engagement hereunder at any time by giving written notice to the other. Termination will not affect our rights of remuneration, indemnification or any contractual provision intended to survive termination or any other accrued rights.
In the event of termination of this engagement, 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.
Notwithstanding termination for any reason, we shall be entitled to retain one copy of any documents that we require in order to maintain a professional record of the Services we have provided.
Upon termination, you will pay forthwith upon request all fees and expenses due in respect of the Services provided up to the date of termination, together with our reasonable costs and expenses incurred in connection with the termination of our appointment.
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 two years or more we may issue to your last known address a disengagement letter and hence cease to act.
RETENTION OF PAPERS
During the course of our work we may collect information from you and others relevant to the Services. We will return any original documents to you [if requested].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 seven years old. You must tell us if you require the return or retention of any specific documents for a longer period.
You may have a legal responsibility to retain documents and records relevant to the Services, for example for tax purposes, for specified periods as required by law. You are responsible for complying with any such record retention requirements.