Terms & Conditions

TERMS OF BUSINESS

The following terms of business apply to all engagements accepted by Aspreys Accountants Ltd. All work is carried out under these terms except where changes are expressly agreed in writing. The specific conditions relating to particular assignments will be covered in your Engagement Letter and Fee Terms.

1. APPLICABLE LAW

1.1 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 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 We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.

2. AUTHORISATION AND REGISTRATION

2.1 We are registered with ICAEW as chartered accountants and can be found on the registered list of members.

3. CLIENT IDENTIFICATION AND MONEY LAUNDERING REGULATIONS 2007

3.1 In accordance with the Proceeds of Crime Act and Money Laundering Regulations 2007 you agree to waive your right to confidentiality, to the extent of any report made, document provided or information disclosed to the Serious Organised Crime Agency (SOCA).

3.2 You also acknowledge that we are required to report directly to SOCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.

3.3 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.

3.4 Copies of such records will be maintained by us for a period of at least five years after we cease to act for the business.

4. CLIENT MONEY

4.1 We confirm that we do not hold client funds at any such time, and any reclaims or payments due will be paid directly into a designated bank account

5. COMMISSIONS OR OTHER BENEFITS

5.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. If this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply if the payment is made to, or the transactions are arranged by, a person or business connected with ours. You agree that we or our associates, can retain the commission or other benefits without being liable to account to you for any such amounts.

6. CONFIDENTIALITY

6.1 Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or 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 appropriately 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.

6.5 Where we use external or cloud based systems, we will ensure confidentiality of your information is maintained.

6.6 We reserve the right, for the purpose 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.

7. CONFLICTS OF INTEREST

7.1 We will inform you if we become aware of any conflict of interest in our relationship with 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. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.

7.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics. 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 above.

8. PRIVACY & DATA PROTECTION

8.1 We use your personal data primarily to provide the services to you, but also for related purposes such as administration, billing and record keeping and to inform you of our services and events that we think may be of interest to you. Our use of your personal data is subject to your instructions, the General Data Protection Regulation (GDPR), other relevant UK and EU legislation and our professional duty of confidentiality.

8.2 We take your privacy very seriously. Please read our Privacy policy carefully as it contains important information on how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data. The Privacy policy is also available on our website at aspreysuk.com/privacy-policy.

8.3 We may record telephone calls and monitor emails for training, regulatory and compliance purposes.

8.4 We use third party service providers (including ‘cloud’ service providers) to help us deliver efficient, cost effective services. This may include document/information hosting, sharing, transfer, analysis, processing or storage. We ensure all third party service providers operate under service agreements that are consistent with our legal and professional obligations, including in relation to confidentiality, privacy and data protection.

8.5 We may use your personal data to send you updates (by email or telephone) about developments that might be of interest to you and/or information about our services, including exclusive offers, promotions or new services. You have the right to opt out of receiving promotional communications at any time, by: contacting us at [email protected]; or using the ‘unsubscribe’ link in emails.

9. DISENGAGEMENT

9.1 If we resign or are asked 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 6 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

10. ELECTRONIC AND OTHER COMMUNICATION

10.1 Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties by email or other electronic means. The recipient is responsible for virus checking emails and any attachments.

10.2 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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or 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 when electronic submission is mandatory.

10.3 Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day the document was sent.

11. FEES AND PAYMENT TERMS

11.1 Our fees will be charged in accordance with your fee schedule. Please review this to ensure you understand the basis of our payment terms.

11.2 Our retainer fees are billed monthly on acceptance of the proposal and our invoices will be due for payment within 7 days of issue unless agreed otherwise. 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.

11.3 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 we provide, as well as the level of risk.

11.4 If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that will be the case. For work not covered by our normal monthly fees, it will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour, VAT being charged thereon. Indicative hourly charge-out rates are as follows:

• Tax Director £250
• Director £200
• Manager £150
• Senior Bookkeeper £100
• Portfolio Assistant/Client Support Administrator £75

These rates will be adjusted annually by increases in salary.

11.5 Unless we agree to provide an estimate for specific work as in 11.4 above, we will agree a monthly retainer fee with you to cover all the services you request from us. It is not our practice to identify fixed fees and 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. All monthly retainers will be subject to a minimum of a 2% inflationary annual increase, which will be effective from 1st January each year in line with a calendar year. 

11.6 Our monthly retainer fees are based on a period of 12 months. Should you join us part way through your accounting year or the tax year, an alignment fee will be due to cover the full cost of our services. Any alignment fees will be outlined in your proposal and explained to you at your initial consultation. 

11.7 Our monthly retainer fees are for ongoing services throughout the year and are non-refundable should a termination of service take place midway through the tax year/accounting period.

11.8 Should any additional catch up work be required (and agreed upon) at the beginning of our engagement, an additional fee will be charged to cover the completion of this work. Any estimate of additional fees will be clearly outlined in your proposal and payment due upon completion of this work. Should additional work be required during our engagement, we will provide you with an estimate and agree with you whether this work will be billed in advance or on completion. 

11.9 Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.

11.10 It is our normal practice to ask clients to pay by monthly direct debit collected by reference to the fee invoice it relates to. 

11.11 We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates 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, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so.

11.12 If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 7 days of receipt, failing which, you will be deemed to have accepted that payment is due.

11.13 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.

12. HELP US TO GIVE YOU THE BEST SERVICE

12.1 We are committed to providing you with a high quality service that is both efficient and effective. If, at any point you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by contacting Daniel Medlen on 01932 485325 or [email protected].

12.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW.

13. INTELLECTUAL PROPERTY RIGHTS AND USE OF OUR NAME

13.1 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.

13.2 You are not permitted to use our name in any statement or document 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.

14. INTERPRETATION

14.1 If any provision of our engagement letter or terms of business is held to be void, 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.

15. INTERNAL DISPUTES WITHIN A CLIENT

15.1 If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, 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. If conflicting advice, information or instructions are received from different directors in the business, we will refer the matter back to the board of directors and take no further action until the board has agreed the action to be taken.

16. INVESTMENT ADVICE (INCLUDING INSURANCE MEDIATION SERVICES)

16.1 Investment business is regulated by 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 so authorised.

17. LIEN

17.1 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.

18. LIMITATION OF THIRD PARTY RIGHTS

18.1 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.

19. PERIOD OF ENGAGEMENT AND TERMINATION

19.1 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.

19.2 Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party except if 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 before termination.

19.3 We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

19.4 In the event of termination of our contract, we will endeavour to agree with you the arrangements and payment of any outstanding fees 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 will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. 

19.5 Should a termination of contract take place mid way through an accounting year from either party, any fees already paid via monthly fees are for the purpose of ongoing services as outlined in your proposal and therefore are non refundable. 

20. PROFESSIONAL RULES AND STATUTORY OBLIGATIONS

20.1 We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC if 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 online at icaew.com/en/membership/regulations-standards-and-guidance.

21. EXTERNAL REVIEW

21.1 As part of our ongoing commitment to provide a quality service, from time to time, our files will be reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and staff.

21.2 When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit www.gov.uk/government/publications/your-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

22. RELIANCE ON ADVICE

22.1 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.

23. RETENTION OF PAPERS

23.1 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 (including sole traders), trustees and partnerships 
  • with trading or rental income: five years and ten 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 
  • six years from the end of the accounting period;

23.2 Although 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.

24. PROFESSIONAL INDEMNITY INSURANCE

24.1 In accordance with our professional body rules, we are required to hold professional indemnity insurance. Our cover includes territorial coverage for services carried out within the United Kingdom. For further details about the insurer and coverage, please contact [email protected]. 

25. TIMING OF OUR SERVICES 

25.1 If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, in itself, mean that we are liable for any penalty or additional costs arising.

26. NON SOLICITATION

26.1. You agree you will not directly or indirectly solicit or employ any person who is now employed or retained by Aspreys. This remains effective for a period of 12 months following the date of termination of any employment contract or letter of engagement for services with Aspreys.