1. Our contract with you
1.1 These Terms of Business (as updated from time to time) apply to all work we do on your behalf in respect of the work outlined in the Scope paragraph of the supporting schedules. It is an important document—please read and keep it in a safe place for future reference.
1.2 Each time you instruct us on a new matter we will send you a letter confirming your instructions and setting out the scope of the work we will carry out for you, our fees and individual contact details. These Terms of Business should be read together with the supporting schedules — together they form the contract between us.
1.3 If there is any inconsistency between our Terms of Business and the supporting schedules, the supporting schedules will take priority.
1.4 Although your continuing instructions in this matter will amount to your acceptance of these Terms of Business, we ask that you sign, date and return one copy for our file.
1.5 Unless otherwise agreed, these Terms of Business will apply to all future instructions you give us on this or any other matter.
1.6 These Terms of Business are subject to change from time to time and are updated on our website at www.aspreysuk.com.
1.7 This contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
2. About us
2.1 Aspreys Business Consultants Ltd is a company incorporated in England and Wales with registered number 12588482. Its registered office is at 1607 Wellington Way, Weybridge, United Kingdom, KT13 0TT.
2.2 You can find details of the postal address, telephone number and email address of our offices on our website at www.aspreysuk.com.
2.3 We are registered for VAT purposes. Our VAT registration number is 356809662
2.4 Where we say ‘we’, ‘us’ or ‘our’ in these Terms of Business, we mean Aspreys Business Consultants Ltd.
3. About you
Where we say ‘you’ or ‘your’ in these Terms of Business, we mean the client identified in the supporting schedules and anyone authorised to give instructions on that client’s behalf.
4. Our responsibilities and your responsibilities
What you can expect of us
- Treat you fairly and with respect
- Communicate with you in plain language
- Review your matter regularly
- Advise you of any changes in the law that affect your matter
- Advise you of any reasonably foreseeable circumstances and risks that could affect the outcome of your matter
What we expect of you
- Provide documents when we ask for them and respond promptly when we ask for instructions or information
- Notify us if your contact details change
- Tell us immediately if your expectations change or if you are not sure you understand what we have discussed
- Inform us of any time limits or objectives that might not be obvious to us
- Notify us immediately if you receive any email or other communication purporting to be from the firm stating that we have changed our bank details or payment arrangements
- Let us know about any other changes that may affect the way we deal with your matter, including any changes that may affect your tax status in any jurisdiction
5. Scope of our services
5.1 The scope of the services we will provide is set out in the supporting schedules.
5.2 We will provide advice and services to you with reasonable care and skill. However, the nature of many types of advisory work means that it is not possible to guarantee a particular outcome.
5.3 If you ask us to obtain advice from another firm, that firm will be responsible for the service and advice they provide.
5.4 Unless otherwise agreed in writing, our advice and any documents we prepare:
5.4.1 are for use only in connection with the on-going matters on which we are instructed, can only be relied on by you; and
5.4.2 reflect the law in force at the relevant time.
6.1 We are normally open between 9.00 am and 5.30 pm from Monday to Friday. We are closed on all bank holidays.
6.2 We will update you by telephone or in writing (including by email) with progress on your matter regularly and explain to you the work required as your matter progresses.
6.3 We will update you at appropriate intervals on the likely timescale for each stage of your matter and any important changes in those estimates. Whenever there is a material change in circumstances associated with your matter, we will update you on whether the likely outcomes still justify the likely costs and risks (if applicable).
6.4 We are committed to acting in a way that encourages equality, diversity and inclusion in all our dealings with clients, third parties and employees.
7. Our liability to you
7.1 Your contract is solely with Aspreys Business Consultants Ltd, which has sole legal liability for the work done for you and for any act or omission in the course of that work. No representative, director, officer, employee, agent or consultant of Aspreys Business Consultants Ltd, will have any personal legal liability for any loss or claim.
7.2 Unless explicitly agreed otherwise, in writing:
7.2.1 we do not owe, nor do we accept, any duty to any person other than you; and
7.2.2 we do not accept any liability or responsibility for any consequences arising from reliance upon our advice by any person other than you.
7.3 We are not responsible for any failure to advise or comment on matters falling outside the scope of our instructions, as set out in these Terms of Business and the supporting schedules.
7.4 Our maximum liability to you (or any other party we have agreed may rely on our services) in relation to any single matter or any group of connected matters which may be aggregated by our insurers will be £1,000,000 including interest and costs unless we expressly state a different figure in the supporting schedules.
7.5 We will not be liable for any of the following (whether direct or indirect): losses not caused by any breach of contract or tort on the part of the firm; loss of revenue; loss of profit; loss of or corruption to data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); and harm to reputation or loss of goodwill.
7.6 Nothing in these Terms of Business shall exclude or restrict our liability in respect of: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any losses caused by wilful misconduct or dishonesty; any other losses which cannot be excluded or limited by applicable law.
7.7 Please ask if you would like us to explain any of the terms above.
8. Our charges and billing
8.1 You are liable to pay the costs as set out in the supporting schedules, which also states the arrangements for invoicing. We will usually discuss this with you at the outset of your matter.
8.2 We will deliver our invoices to you electronically. Please let us know if you have any particular requirements for the delivery of our invoices.
8.3 Our invoices become due for payment as set out in the supporting schedules and in the currency in which they are submitted.
8.4 We may charge interest on overdue invoices in accordance with the supporting schedules.
8.5 We may cease acting for you if an invoice becomes overdue or if our reasonable request of a payment on account of costs is not met.
8.6 You have the right to challenge or complain about our invoices. Please see section 14 (Complaints) for details of how to complain about our fees.
9.1 We will keep your information confidential, unless:
9.1.1 you consent to the disclosure of that information;
9.1.2 disclosure of the information is required or permitted by law or regulatory requirements that apply to us; or
9.1.3 these Terms of Business state otherwise.
9.2 Examples of organisations we may be required to disclose your information to include:
9.2.1 the National Crime Agency;
9.2.2 domestic and international tax authorities;
9.2.3 regulatory authorities.
9.3 Email will be our default method of communication. We deploy a range of information security measures, but we cannot guarantee the security of information or documents sent by email.
9.4 External organisations such as the Information Commissioner’s Office may conduct audit or quality checks on us from time to time. They may wish to audit or quality check your file and related papers for this purpose. We will require that these external organisations maintain confidentiality in relation to any files and papers which are audited or quality checked.
10. Privacy and data protection
10.1 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.
10.2 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.
10.4 We may record telephone calls and monitor emails for training, regulatory and compliance purposes.
10.5 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.
10.6 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:
10.6.1 contacting us at [email protected]; or
10.6.2 using the ‘unsubscribe’ link in emails.
11. Banking and related matters
11.1 Our client account
Unless agreed otherwise, we hold client money in various accounts with UK banks which are regulated by the Financial Conduct Authority (FCA).
11.2 Changes to our bank details
We will never tell you of changes to important business information, such as bank account details, by email. Please notify us immediately if you receive any email or other communication purporting to be from the firm stating that we have changed our bank details or payment arrangements.
11.3 Paying funds
Where we have to pay money to you, it will be paid by bank transfer. It will not be paid in cash or to a third party.
12. Professional indemnity insurance
12.1 We have professional indemnity insurance giving cover for claims against us. Details of this insurance, including contact details of our insurer and the territorial coverage of the policy can be provided on request.
12.2 It is a condition of our professional indemnity insurance that we notify our insurer and/or broker of any circumstances which may give rise to a claim against us. In doing so, we may disclose documents and information to our insurer, broker and insurance advisers on a confidential basis. Our insurers and brokers are contractually obliged to keep all information we pass to them strictly confidential.
13. Regulated services
13.1 All services provided by Aspreys Business Consultants Ltd are unregulated, except for research and development claims which are regulated by the Institute of Charted Accountants in England and Wales. All services are covered by our professional indemnity insurance—see section 12 (Professional indemnity insurance).
13.2 You may receive accountancy and tax services from Aspreys Accountants Ltd in connection with your matter. Aspreys Accountants Ltd is a separate business to Aspreys Business Consultants Ltd and is regulated by the Institute of Charted Accountants in England and Wales.
14.1 We want to give you the best possible service. However, if at any point you become unhappy or concerned about the service we have provided you should inform us immediately so we can do our best to resolve the problem.
14.2 In the first instance it may be helpful to contact the person who is working on your case to discuss your concerns and we will do our best to resolve any issues. If you would like to make a formal complaint, please email [email protected] Making a complaint will not affect how we handle your matter.
15. Terminating your instructions
15.1 You may terminate our appointment by giving us notice in writing pursuant to this clause 15. We can keep all your papers and documents while there is still money owed to us for our charges or disbursements.
15.2 If you or we decide that we should stop acting for you, we will charge you for the work we have done. This will be calculated on the basis set out in the supporting schedules.
15.3 We are not responsible for reminding you about important dates and/or any deadlines after our appointment has been terminated.
Termination by us for Cause
15.4 We may terminate these Terms of Business or any other contract which it has with you at any time by giving notice in writing to you if:
15.4.1 you commit a material breach of these Terms of Business and such breach is not remediable;
15.4.2 you commit a material breach of these Terms of Business which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
15.4.3 you have failed to pay any amount due under the Terms of Business on the due date and such amount remains unpaid within 30 days after we have given notification that the payment is overdue; or
15.4.4 any consent, licence or authorisation held by you is revoked or modified such that you are no longer able to comply with your obligations under the Terms of Business or receive any benefit to which it is entitled.
Termination by you for Cause
15.5 You may terminate these Terms of Business, in whole or in part, for cause immediately by written notice if we:
15.5.1 materially breach any of our duties or obligations under these Terms of Business and do not cure such breach within 30 days of receiving notice in writing to do so;
15.5.2 materially breach any duty or obligation under these Terms of Business which is not capable of being cured; or
15.5.3 commit persistent breaches of our duties or obligations under these Terms of Business, the cumulative effect of which is deemed by you to be a material breach of these Terms of Business.
Termination for insolvency
15.6 Either Party may terminate these Terms of Business at any time by giving notice in writing to the other Party if the Party: stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the other Party reasonably believes that to be the case; becomes the subject of a company voluntary arrangement under the Insolvency Act 1986; has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; has a resolution passed for its winding up; has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it; suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced; has a freezing order made against it; is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; is subject to any events or circumstances analogous to those in this clause 15.6 in any jurisdiction; takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in this clause 15.6 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
15.7 The right of the either Party to terminate these Terms of Business pursuant to clause 15.6 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to these Terms of Business.
15.8 If either Party becomes aware that any event has occurred, or circumstances exist, which may entitle the other Party to terminate these Terms of Business under this clause 15, it shall immediately notify the Other Party in writing.
15.9 Termination or expiry of the Terms of Business shall not affect any accrued rights and liabilities of us at any time up to the date of termination.
16. Storage and retrieval of files
16.1 We may create and hold client files electronically.
16.2 We normally store client files (except any of your papers you ask to be returned to you) for six years after we send you our final invoice. Unless you instruct us to the contrary, we will store your file electronically only. We store the file on the understanding that we may destroy it after six years. We will not destroy original documents which we have agreed to hold in safe custody but we may, on reasonable notice, send them to you for safekeeping. We will not charge for this storage.
16.3 We will provide you with an electronic copy of the file.
Aspreys CFOHub Schedule
Aspreys Marketing Schedule
Aspreys R&D Schedule
Aspreys Schedule HR Advisory
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.
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. CLIENT IDENTIFICATION AND MONEY LAUNDERING REGULATIONS 2007
2.1 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).
2.2 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.
2.3 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.
2.4 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.
3. CLIENT MONEY
3.1 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 ICAEW’s Clients’ Money Regulations.
3.2 All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you if the amount earned on the balances held on your behalf in any calendar year exceeds £50.00. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
3.3 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 practise, we may pay those monies to a registered charity.
4. COMMISSIONS OR OTHER BENEFITS
4.1 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.
5.1 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.
5.2 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 appropriate 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.
5.3 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.
5.4 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.
5.5 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.
5.6 Where we use external or cloud based systems, we will ensure confidentiality of your information is maintained.
5.7 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.
6. CONFLICTS OF INTEREST
6.1 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 ,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.
6.2 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.
7. DATA PROTECTION
7.1 In this clause 7, the following definitions shall apply:
‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
‘controller’, ‘data subject’, ‘personal data’, ‘personal data breach’, ‘processor’, ‘process’ and ‘supervisory authority’ shall have the meanings given to them in the data protection legislation;
‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
7.2 Where we act as a Data Controller
7.2.1 We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
7.2.2 You shall only disclose client personal data to us where:
- you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
- you have complied with the necessary requirements under the data protection legislation to enable you to do so.
In relation to clause 7.2.2, our firm may wish to seek an indemnity from you in respect of any failure to provide the necessary information to the relevant data subjects where our firm judges that the circumstances merit such an indemnity.
7.2.3 Should you require any further details regarding our treatment of personal data, please contact our data protection officer, Daniel Medlen, on [email protected] or 01932 485325.
7.2.4 We shall only process the client personal data:
- in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
- in order to comply with our legal or regulatory obligations; and
- where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available on our website at www.aspreysuk.com) contains further details as to how we may process client personal data.
7.2.5 For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.
7.2.6 We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.
7.2.7 We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.
7.2.8 In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
- we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
- we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
- we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.
7.2.9 Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.
7.3 Where we act as a Data Processor
7.3.1 We shall both comply with all applicable requirements of the data protection legislation. This clause 7.3 is in addition to, and does not relieve, remove or replace, either of our obligations under the data protection legislation.
7.3.2 We both acknowledge that for the purposes of the data protection legislation, you are the data controller and we are the data processor. The relevant schedule in the services section of the engagement letter sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.
7.3.3 In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:
- process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;
- disclose and transfer the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;
- disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;
- maintain written records of our processing activities performed on your behalf which shall include: (i) the categories of processing activities performed; (ii) details of any on cross border data transfers outside of the European Economic Area (EEA); and (iii) a general description of security measures implemented in respect of the client personal data;
- maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.
- return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;
- ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;
- notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause 7.3;
- where we transfer the client personal data to a country or territory outside the EEA, to do so in accordance with data protection legislation;
- notify you promptly if:
- we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of the client personal data; or
- we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Officer);
- notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data;
- at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws.
7.3.4 Without prejudice to the generality of clause 7.3.1, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.
7.3.5 Should you require any further details regarding our treatment of personal data, please contact our data protection officer, Daniel Medlen, on [email protected] or 01932 485325.
8.1 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.
9. ELECTRONIC AND OTHER COMMUNICATION
9.1 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.
9.2 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.
9.3 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.
10. FEES AND PAYMENT TERMS
10.1 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.
10.2 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 retainer fees, our fees 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
- Portfolio Assistant/Client Support Administrator £75
These rates will be adjusted annually by increases in salary.
10.3 Unless we agree to provide an estimate for specific work as in 10.2 above, we will agree a fixed monthly retainer fee with you to cover all the services you request from us. 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 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 fixed monthly retainers will be subject to a minimum of a 2% inflationary annual increase, which will be effective from 1st April each year in line with our financial year.
10.4 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 or via our TaxSafe fee protection service. Other than where you have arranged fee protection through us, you will need to advise us of any such insurance cover you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
10.5 Our fixed 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. Please refer to your fees schedule for a breakdown of these. Where we have estimated our fees for other work, we will agree with you whether this work will be billed in advance or on completion. 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.
10.6 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.
10.7 It is our normal practice to ask clients to pay by monthly direct debit collected by reference to the fee invoice it relates to.
10.8 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.
10.9 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.
10.10 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.
11. HELP US TO GIVE YOU THE BEST SERVICE
11.1 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]
11.2 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.
12. INTELLECTUAL PROPERTY RIGHTS AND USE OF OUR NAME
12.1 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.
12.2 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.
13.1 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.
14. INTERNAL DISPUTES WITHIN A CLIENT
14.1 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.
15. INVESTMENT ADVICE (INCLUDING INSURANCE MEDIATION SERVICES)
15.1 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.
16.1 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.
17. LIMITATION OF THIRD PARTY RIGHTS
17.1 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.
18. PERIOD OF ENGAGEMENT AND TERMINATION
18.1 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.
18.2 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.
18.3 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.
18.4 In the event of termination of our 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 will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
19. PROFESSIONAL RULES AND STATUTORY OBLIGATIONS
19.1 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.
20. QUALITY CONTROL
20.1 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.
20.2 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.
21. RELIANCE ON ADVICE
21.1 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.
22. RETENTION OF PAPERS
22.1 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;
22.2 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.
23. THE PROVISION OF SERVICES REGULATIONS 2009
23.1 Our professional indemnity insurer is Royal & Sun Alliance with territorial coverage for services carried out within the United Kingdom.
24. TIMING OF OUR SERVICES
24.1 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 period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.