Terms of Business
(Updated August 2016)
A.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you when our work is complete. In the normal course of events, you should retain them for seven years (although this period may be insufficient if HMRC alleges irregularities).
A.2 Please note that in the absence of specific instructions from you, it is our normal practice to destroy correspondence and other papers which are more than seven years old. If you require retention of any document for any longer period, you must notify us in writing.
B Professional rules and practice guidelines
We will observe the by-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines. In particular, you give us the authority to correct HMRC errors. We will not be liable for any loss, damage or cost arising from our compliance with statutory and regulatory obligations. You can see copies of these requirements on the internet at http://www.icaew.com/membershandbook. Copies of these requirements are available for inspection in our offices. We confirm that we are statutory auditors eligible to conduct audits under the Companies Act 2006.
C Conflicts of interest and independence
You agree that we may reserve the right to act during this engagement for other clients whose interests are or may be adverse to yours, subject to D below. We confirm that we will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to the entity.
D.1 We confirm that where you give us the confidential information we shall at all times keep it confidential, except as required by law or as provided in regulatory, ethical or other professional pronouncements applicable to our engagement.
D.2 Specifically, in the course of complying with Audit and/or Practice Assurance Regulations or our quality control procedures, our files may be subject to inspection by members of the Institute of Chartered Accountants’ Quality Assurance Directorate or by our independent technical consultant. In either event, any person inspecting our files will be subject to and bound by the same confidentiality rules as apply to ourselves. You agree that it will be sufficient compliance with our duty of confidentiality for us to take such steps as well, in good faith, think fit to preserve confidential information both during and after termination of this engagement.
Unless we are authorised by you to disclose information on your behalf, we confirm that where you give us confidential information we shall at all times during and after this engagement keep it confidential, except as required by law, by our insurers or as provided for in regulatory, ethical, or other professional pronouncements or as part of an external peer review applicable to us or our engagement. This undertaking will apply during and after this engagement. 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
E.1 We aim to provide you with a fully satisfactory service and your engagement partner will seek to ensure that this is so. If, however, you are unable to deal with any difficulty with him and his team please contact one of our other partners.
E.2 We undertake to look into any complaints carefully and promptly and to do what we can to resolve the position. In the event of seeking a dispute resolution then such complaints should be made to one of the following principals in the firm – Malcolm McKinnell, Richard Hayward, Philip Grainger, Andrew Webb or Colin Hamilton. If you are still not satisfied you may, of course, take up matters with our professional body, the Institute of Chartered Accountants in England and Wales.
F.1 Our fees are computed on the basis of the time spent on your affairs by the partners and staff and on the levels of skill and responsibility involved. Direct out of pocket expenses and VAT will be added as appropriate.
F.2 Where it is necessary for us to perform work outside the responsibilities set out on our website, may we remind you that this will involve additional time being spent on your affairs and will, therefore, involve additional fees, (for example dealing with HMRC enquiries into the tax return). Such work will be subject to a separate engagement for which additional fees will be chargeable. Whilst we are happy to assist you in any way we can, we feel that you may wish to take particular care to ensure that your work has been correctly completed to a stage where we begin to provide service to you.
F.3 Unless otherwise agreed, our fees will be charged separately for each of the main classes of work undertaken and will be billed at appropriate intervals as work progresses during the course of the year. Fees are payable on presentation. The firm reserves the right to charge interest at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998 in the case of overdue accounts. We also reserve the right to terminate our engagement and cease acting if payment of any undisputed fees is unduly delayed. However, it is not our intention to use these rights in a way which is unfair or unreasonable.
G Client monies
G.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.
G.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. Subject to any tax legislation, interest will be paid gross.
G.3. We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practice then we may pay those monies to a registered charity.
H.1 In some circumstances we may receive commissions in respect of transactions we arrange for you, including introductions to third parties.
H.2 In the event of our receiving any such commission or benefits we will notify you in writing of the amount and terms of payment. You agree that we may retain any commission arising from an introduction to you of a Permitted Third Party e.g. an investment or pensions advisor.
I Limitation of Liability
I.1 We will provide our professional services outlined in this letter with reasonable care and skill. However, we will not be responsible for any losses, penalties, surcharges interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information. Nor your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities.
I.2 You agree to hold harmless and indemnify us against 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 services provided to you by the firm against any employees on a personal basis.
I.3. Our work is not unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
J Communicating with you
J.1 We have agreed with you that we will communicate with you in relation to the entity’s affairs.
J.2 We may use a secure client portal to communicate with you. Also, we may use email and as with other means of delivery, this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received
J.3 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. It may, therefore, be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise from the use of internet communication and all risks connected with sending commercially sensitive information relating to the firm are borne by you. If you do not agree to accept this risk, you should notify us in writing that email is not an acceptable means of communication.
K Data Protection Act 1998
To enable us to discharge the services agreed under this 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 the entity, its officers and employees. We confirm when processing data on your behalf we will comply with relevant provisions of the Data Protection Act 1998.
L Contracts (Rights of Third Parties) Act 1999
L.1 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 agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
L.2 The advice we give you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
M Applicable law
This engagement letter shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an 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.
N Other Services
Any other services that you may require us to perform will be detailed in a supplementary letter. We are not authorised by the Financial Conduct Authority to conduct Investment Business but should you require such services we would refer you to an authorised firm. If you feel that additional services could be helpful to you, we should be pleased to discuss your requirements and would remind you that we are able to provide:
- Corporate liquidity, including funding applications to third parties, the preparation of cash flow forecasts and profit projections
- Advice in connection with the mitigation of tax liabilities, including corporate and personal tax planning, inheritance tax, VAT and self-administered pension schemes
- Accountants reports in support of returns or claims, e.g., insurance company certificates, government claims, etc
- Advice on financial matters
- Management accounting and consultancy, 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
- Advice on the selection and recruitment of staff
- The processing of claims against insolvent companies, the recovery of debts due and general advice in connection with liquidations and receiverships
O Non-Solicitation of Personnel
You will not solicit, or endeavour to solicit in any way, the services of any staff members with whom you have had dealings in connection with the engagement during the 12 months immediately prior to your approach. This undertaking does not apply in respect of any staff members who without having previously approached directly or indirectly by you, responds to an advertisement placed by you on your behalf. Should you breach this undertaking and employ or engage a staff member, without prior consent, we reserve the right to charge you a fee of 25% of the staff member’s annual earnings from us.
P Proceeds of Crime Act 2002 and Money Laundering Regulations 2007
In accordance with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:
- Have due diligence procedures for the identification of all clients.
- Maintain appropriate records of evidence to support customers due diligence; and Report in accordance with the relevant legislation and regulations.
- As with other professional services firms, we are required to identify 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. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
Q Monitoring of telephone calls
For your added security, telephone calls may be recorded with the aim of improving our service to you and for training purposes. By using such communication methods you are consenting to such activities taking place.
R Investment Business Services
In general, we do not carry out specific investment business services for you. If during the provision of professional services to you, you need or will need, advice on investments, we may refer you to someone who is authorised by the Financial Conduct Authority (FCA), 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 where these are complementary to or arise out of, the other professional services we are providing to you. In particular, we may
- Advise you on investments generally, but not recommend a particular investment or type of investment.
- Refer you to an independent firm authorised by the FCA, assist you and the authorised third party during the course of any advice given by that party and comment on, or explain, the advice received. We may not offer alternative advice.
- Assist you in making arrangements for transactions in investments in certain circumstances.
- Advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange.
- Manage investments as trustee where decisions to invest are taken on the advice of an authorised person.
To enable us to provide a proper service to you, there may be occasions when we will need to contact you on investment business matters without your express invitation or permission. For example, it may be in your interest to buy a particular investment and we would wish to be able to inform you of that fact. We, therefore, may contact you in such circumstances.
We would, however, do so only between 8.30am and 5.30pm on weekdays. These restrictions are imposed on us by our Institute, we shall, of course, comply with any other restrictions you may wish to impose which you notify us in writing. You may, of course, continue to contact us for advice or assistance at any time convenient to you.
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.
S The provision of services regulations 2009
S.1 We are registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. Details about audit registration can be viewed at www.auditregister.org.uk for the UK and www.cro.ie/auditors for Ireland, under reference number C001034236.
S.2 Our professional indemnity insurer is Barbican PI Protect, Barlow House, Minshull Street, Manchester. M1 3DZ. 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.
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.
U Professional rules and statutory obligations
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 offices. The requirements are also available on the internet at http://www.icaew.com/en/members/regulations-standards-and-guidance.
We confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006.When conducting audit work we are required to comply with the Ethical Standards for Auditors, and the International Auditing Standards (UK & Ireland) which can be accessed on the internet at https://www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors.aspx.
We confirm that we are accredited for the reserved legal activity of non-contentious probate. When
conducting probate work we are required to comply with the Probate Regulations which can be accessed at