Standard Terms of Business
Standard Terms of Business
Call +447818 413750/0115 935 2000 or email email@example.com
All work carried out is subject to these Standard Terms of Business
Except where changes are expressly agreed in writing.
Professional rules and practice guidelines
We will observe and act in accordance with the [byelaws, regulations and Code of Ethics of the ICAEW] and 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 [www.icaew.com/regulations].
Communication between us is confidential and we shall 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, sub-contract work on your affairs to other tax or accounting professionals. The sub-contractors will be bound by our client confidentiality terms.
Conflicts of Interest
We will inform you if we become aware of any conflicts 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. Where conflicts are identified which cannot be managed in a way that protects your interests, then we regret we will 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 these safeguards. Where possible this will be done on the basis of your informed consent.
Commissions or other benefits
In some circumstances, commissions or other benefits may become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payments and receipt of any such commissions or benefits. To avoid excessive administration costs, notification will only be made where the amount exceeds £25.
We may from time to time hold money on your behalf, the 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 ICAEW.
All client money will be held in an interest-baring account. 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 using the prevailing rate applied by HSBC Bank Plc for small deposits subject to the minimum period of notice for withdrawals.
If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid in gross.
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.
Investment advice – exempt regulated activities
Although we are not authorised by the Financial Conduct Authority to conduct Investment Business, we are licensed by the ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing you.
Such assistance may include the following:
- Advising you on investments generally, but not recommending a particular investment or type of investment;
- Referring you to a Permitted Third Party (PTP) ([an independent] firm authorised by the FCA) and assisting you with the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.
- Advising on the sale of a contractually based investment other than disposing of any rights or interests which you may haves a member of a personal pension scheme.
- Advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
- Managing investments or acting as trustee (or done of a power of attorney) where decision to invest are taken on the advice of an authorised person;
- Others [as appropriate].
We may also, on the understanding that the shares or other securities of the company are not publicly traded:
- Advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
- Arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
- Arrange for the issue of the new shares; and
- Act as the addressee to receive confirmation of acceptance of offer documents etc.
Fees and disbursements
Our fees may depend not only on the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved, but also the level of risk identified and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of advising you and will be due 14 days after.
If it is necessary to carry out work outside the responsibilities outlined in this letter, it will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc., are completed to the agreed stage.
Our fees will exclude out of pocket expenses. Out of pocket, expenses (plus VAT (
if applicable)) will be billed as incurred for reimbursement by you.
It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis.
Disbursements include, but are not necessarily restricted to, direct expenditure on clients’ affairs such as travelling, courier costs, faxes and searches.
Any queries on invoices rendered by us must be raised in writing within 14 days of receipt.
Any amount received from you shall, unless otherwise directed by you, be accepted on account of the earliest outstanding invoice.
Our terms relating to payment of accounts invoiced and not covered by standing orders, where appropriate, are strictly 14 days net. Interest will be charges on all overdue debts at the rate stated on the invoice that is currently 4%
Retention of and access to records
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, trustees and partnerships, with trading or rental income, 5 years and 10 months after the end of the tax year
Otherwise, 22 months after the end of the tax year
Companies, LLP’s, and other corporate entities, 6 years from the end of the accounting period
Whilst certain documents may legally belong to you, we intend to 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 inform us if you wish to keep any documents for a longer period.
Quality of service
We aim to provide you with a fully satisfactory service and John Chappelle as engagement partner will seek to ensure that this is so. If, however you are unable to deal with any difficulty through him and his team please contact the office. We undertake to look at 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 the Institute of Chartered Accountants in England and Wales (ICAEW) by whom we are regulated.
Help us to give you the right service
If at any time you would like to discuss with us how our service could be improved, or if you are dissatisfied with the service you are receiving, please discuss the matter with us. We undertake to look at any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given a less than satisfactory service, we undertake to do everything reasonable to address your concerns.
If you are still not satisfied, you may of course take matters up with the ICAEW.
If an invoice remains due beyond our specified payment terms, the credit function will confirm when settlement is expected.
We will only assist with the implementation of our advice if specifically instructed to do so in writing.
Data Protection Act 1988
To enable us to discharge the services agreed under our 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, process, use and disclose personal data about you/your business/company/partnership/its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1988.
In common 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
- Make searches of appropriate databases to confirm identities
- Maintain appropriate records of evidence to support customer due diligence: and
- Report in accordance with the relevant legislation and regulations.
Limitations to third parties
Under the Contracts (Rights of Third Parties) Act 1999, 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.
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 writing 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.
Our engagement letter and Standard Terms of Business shall be governed by and construed in accordance with, English Law.
Each party agrees that the Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and all matters arising from it on any basis.
Each party irrevocably waives any right it may have to object to any action being brought in these Courts, to claim that the action has been brought in an inappropriate forum, or to claim that these Courts do not have jurisdiction.
If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provision shall not in any way be affected or impaired.
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.
Electronic and other communication
Unless you instruct us otherwise we may, where applicable, communicate with you and with third parties via email or by other electronic means.
The recipient is responsible for virus checking emails and any 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. If you do not wish us to use electronic methods, other than when mandatory, please say.
Intellectual property rights
We will retain all copyright 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 our engagement letter or terms of business are held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between the terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
Should we resign or be required to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Should we have no contact with you for a significant period of time we may issue to your last known address a disengagement letter and hence cease to act.
GDPR/Data Protection Act 1998
We main obtain use, of process and disclose personal data about you in order that we may discharge the services agreed, 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 confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998. You also confirm that any personal data you provide to us complies with the Data Protection Act 1998.
The Provision of Services Regulations 2009
We are registered to carry on audit work in the UK and Ireland by the ICAEW. Details of our audit registration can be viewed at www.auditregister.org.uk for the UK and Ireland at www.cro.ie/auditors
under reference, number [C003677643]
Our professional indemnity insurer is Collegiate, of 2nd Floor, 18 Mansell Street, London, E1 8FE. 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.
Our professional indemnity insurer is Collegiate Underwriting, 2nd Floor, 18 Mansell Street, London, E1 8FE.
The territorial coverage is United Kingdom.
If either party is impeded or prevented from carrying out any of its obligations under the contract for the supply of the services due to any circumstances beyond its reasonable control including without limitation, act of Government, interruption of power supplies, failure of sources of supply, interference by a third party or, industrial dispute or natural disaster (‘circumstances of force-majeure’) the party affected shall be excused performance of such obligation for so long as and to the extent that the prevention or impediment last.