TERMS OF BUSINESS
TERMS AND CONDITIONS OF BUSINESS
This 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 this engagement letter and any matter 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.
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 require from you, and retain, such information and documentation as required for these purposes and/or make searches of appropriate databases.
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.
Commissions and other benefits
In some circumstances we may receive commissions and other benefits for introductions to other professionals or in respect of transactions which we arrange for you. When and if this happens we will notify you in writing of the amount and the terms of payment and receipt of any such commissions or benefits.
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 contacts our professional body, the Chartered Institute of Taxation.
Communication between us is confidential and we will take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax, accounting or payroll professionals. The sub-contractors will be bound by our client confidentiality terms.
We reserve the right, for the purposes of promotional activity, training or for other business purposes, to mention that you are a client. As stated above we will not disclose any confidential information.
Conflicts of interest
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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we may be unable to provide further services.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.
We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing data. In order to carry the services of this engagement and for related purposes such as updating and enhancing 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.
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Electronic or other communication
Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or other electronic means. The recipient is responsible for virus checking emails and other attachments.
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 dispatch. 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.
Fees and payment terms
Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that is provided, as well as the level of risk.
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 this will be the case.
Where requested we may indicate a fixed or capped 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, 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.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation by HMRC. Assistance may be provided through insurance policies held or via membership of a professional or trade body. If appropriate you will need to advise us of any such insurance cover held. You will remain liable for our fees regardless of whether all or part are to be paid by your insurers.
Where agreed fees are on the basis of hours undertaken the normal hourly rates of the personnel who may be involved in the assignment will be notified to you, upon your request. These rates will be reviewed and may increase annually with effect from 1 April.
Where agreed fees are on the basis of a fixed or capped figure or on hours undertaken on the project by staff, we will bill monthly and any disbursements which we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices.
Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
Where agreed our fees may be based upon a percentage of any savings and/or advantages obtained retrospectively and for the future as a result of work undertaken. The basis of calculation of these fees, percentage of savings and/or advantages applicable, the period to which the savings relates and the frequency on invoicing will be as set out in the engagement letter.
Our fees are exclusive of VAT which will be added where it is chargeable. Payment of any invoice raised, unless specifically otherwise stated, is due within fourteen days of the date of issue.
We reserve the right to charge interest on late paid invoices at the rate of 3% above the bank rate of HSBC plc. under the terms of the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services and 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 reasonable you must notify us within seven days of receipt of the invoice, failing which you will be deemed to have accepted that payment is due. If an associated business, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the party giving us instructions on behalf of the client.
We will only assist with the implementation of our advice if, and to the extent that, we are specifically instructed and agreed in writing.
Intellectual property rights
We will retain all copyright and other intellectual property rights in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
If any provision of this engagement letter or enclosed schedule 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 schedule will take precedence.
Internal disputes with 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 its principal place of business for the attention of, where appropriate, the officers, owners, partners or directors. If conflicting advice, information or instructions is received from different officers, owners, partners or directors we will refer the matter back to the ultimate decision making body and take no further action until this body has agreed upon the appropriate action to be taken.
Investment advice (including insurance mediation services)
Investment advice is regulated under the Financial Services and Markets Act 2000.
If, during the provision of professional services to you, advice is needed on investments, including insurances, we will have to refer you to someone who is authorised by the Financial Services Authority as we are not.
Insofar as we are 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.
Limitation of liability
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or willful default.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information.
Exclusion of liability in relation to 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.
Exclusion of liability relating to the discovery of fraud
We will not be responsible or liable for and loss, damage or expense incurred or sustained in information material to the serviced we are providing is withheld or concealed from or misrepresented to me. This applies equally to fraudulent acts, misrepresentation or willful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
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. 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 rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Period of engagement and termination
Unless otherwise agreed in the engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than three months’ notice in writing to the other party except where you fail to cooperate with me or I have reason to believe that you have provided HMRC or us with false or misleading information, in which case we may terminate the agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
Termination of this agreement, howsoever arising, shall not affect the continuation in force of the ‘Schedule of Services’ and the obligation to pay fees in accordance with it. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed on or before the date of 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, including the right to claim damages in respect of any breach of the agreement 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 Chartered Institute of Taxation and will accept instructions to act for you on that basis. In particular you give us the authority to correct errors made by
HMRC when 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.
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 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.
Repayment from HMRC
Any reference to any repayment to be received from HMRC will also include any savings made that do not lead to a physical repayment, provided the saving made is crystalised for the client.
Retention of papers
You have a legal responsibility to retain documents and records relevant to your taxation affairs. During the course of our work we may collect information from you and others relevant to this. We will return any original document 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 specific documents for a longer period.