Terms and conditions

Terms and conditions

1.     Introduction
   1. These terms and conditions set out the general terms under which we undertake our business.  The specific conditions relating to particular assignments will be covered in separate letters of engagement.
2.     Ethical guidelines
   1. We are bound by the ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines.  A copy of these guidelines can be viewed at our offices on request or can be seen at www.icaew.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
3. Fees
   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 that we provide, as well as the level of risk.
   2. 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 that will be the case.
   3. Where requested we may indicate a fixed 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 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.
   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. Other than where such assurance was arranged through us you will need to advise us of any such insurance cover that you have.  You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
   5. Our normal hourly rates can be provided on request.
   6. We will bill at regular intervals throughout the year and our invoices will fall due for payment 30 days from the invoice date.  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.
   7. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
   8. We reserve the right to charge interest on late paid invoices at the rate of 4% above bank base rate 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 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.
   9. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 30 days of receipt, failing which you will be deemed to have accepted that payment is due.
   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 you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
4. Client monies
   1. We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds.  The account will be operated, and all funds dealt with, in accordance with the Clients’ Monies Rules of the Institute of Chartered Accountants in England and Wales.  These rules can be found on the ICAEW website at www.icaew.com.
   2. Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.
5. Investment services
   1. As a matter of best service, it is our policy to refer all matters in respect of investment advice (termed Investment Business under the Financial Services and Markets Act 2000).  We have arrangements with independent financial advisors, who are regulated by the Financial Conduct Authority and who are able to offer specialist advice in this area. The purpose of referral is to ensure best independent financial advice is provided in conjunction with investment matters.  Accordingly, in respect of investment advice we shall not regard you as a client of our firm, but as a client of the independent financial advisors who will provide a separate engagement letter and deal with the compliance matters in respect of the Financial Services and Markets Act 2000.
   2. The financial advisors will charge fees or earn commission in respect of any transactions arranged for you.  The financial advisors will notify you in writing of the amount and terms of payment or provide examples of the commissions earned for each transaction arranged.
   3. Our firm shall not charge you a fee for general support work in conjunction with the investment advice provided by the financial advisors but reserves the right to charge a fee for ancillary work in association with another provider of investment advice.  In recognition of these circumstances these engagement terms provide us with your consent to participate in any residual income after meeting direct costs and overheads of the financial advisors.
6. Other investment business
   1. We may in the course of the other professional services set out in this engagement letter, assist you with regard to exempt regulated activities which are incidental to the other professional services.
   2. If during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not.  However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain limited investment services where these are complementary or arise out of, the professional services we are providing to you.
   3. In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken
7. Outside advisors
   1. Where appropriate, we may make recommendations to use the services of specialists we have worked with and we consider may be appropriate to provide you with a complete service.  This may apply for example in specialist tax advice or indeed complex VAT issues. Such advice will be subject to a separate engagement with those advisors, and accordingly a separate engagement letter.  Where we are requested to assist these advisors providing support from our files or actually assisting in the provision of the service, such work will be covered by the separate engagement letter provided by the specialist advisor and our costs in this respect will be recovered from the specialist advisor.
8. Commissions or other benefits
   1. 1. In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you.  The fees you would otherwise pay will not be reduced by such amounts. You agree that we can retain the commission or other benefits without being liable to account to you for such amounts.
9. Retention of records
   1. During the course of our work we may collect information from you and others relevant to your affairs.  We will return any relevant documents to you if requested. Documents and records relevant to your 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
      • 6 years from the end of the accounting period;
   2. 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 7 years old.  You must tell us if you require the return or retention of any specific documents for a longer period.
10. Timetable
    1. The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.
    2. The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us.
11. Third parties
    1. Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.
    2. If it is proposed that any documents or statement which refer to our name, are to be circulated to third parties, please consult us before they are issued.
12. Contracts (Rights of Third Parties) Act 1999
    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 under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
13. Confidentiality
    1. 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.
    2. 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.
    3. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
14. Quality of service
    1. We aim to provide a high quality of service at all times.  If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know by contacting Mike Reynolds/Valerie Wood.
    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 take up the matter with the Institute of Chartered Accountants in England and Wales.
15. Communication
    1. Unless you instruct us otherwise we may, where appropriate, 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.
    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 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 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 where electronic submission is mandatory.  
    3. Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.
16. Applicable law
    1. 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.
17. Data Protection
    1. 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, use, process and disclose personal data about you/your business/company/partnership/its officers and employees and shareholders (‘personal data’).
    2. In the course of providing services to you and processing personal data, we may disclose personal data to other firms in our network, a regulatory body or a third party. We may export personal data you supply to us outside the EU/EEA/UK if necessary (subject to your prior written consent, which will not be unreasonably withheld where we are a processor). We will ensure all such data disclosure/export is compliant with relevant data protection legislation in the EU/EEA/UK and will use our reasonable endeavours to ensure that any agreement entered into with sub-processors include similar terms to those set out in this clause 14. Where cloud-based services are to be used you may be subject to our cloud services terms and conditions, and cloud storage may be outside the EU/EEA/UK.
    3. We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.
    4. We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where this relates to you.  You and we will consult and cooperate with each other when responding to any such request, complaint or notice. If an individual whose data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data, we shall be entitled to do so where required by law.
    5. We will answer your reasonable enquiries to enable you to monitor compliance with this clause.
    6. We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.
    7. You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone, you must produce to us an original or certified power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice on our website.
    8. Applicable data protection legislation places express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf. An example would be where we operate a payroll service for you. We therefore confirm that we will at all times use our reasonable endeavours to comply with the requirements of applicable EU/EEA/UK data protection legislation when processing data on your behalf. In particular we confirm that we will aim to comply with any obligations equivalent to those placed on you as a data controller. You will also comply with applicable data protection legislation, including but not restricted to, ensuring that you have all appropriate consents and notices or another lawful basis in place to enable the lawful transfer of personal data to us. You will fully indemnify and hold us harmless if you do not have a lawful basis and that causes us loss.
    9. Appendix 1 forms part of this engagement letter and sets out the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data and the categories of data subjects.
    10. As the data processor we shall
        •  Process personal data only on written instruction from you;
        • Restrict data access to authorised personnel only, and who are bound by confidentiality;
        • Disclose the personal data to courts, government agencies and other third parties as and to the extent required by law;
        • Maintain a written record of all categories of personal data processing carried out on your behalf, including details of transfers of personal data outside of the EU/EEA/UK and a general description of the technical and organisational security measures in place in relation to personal data; and
        • Delete or return all personal data to you at the completion of our engagement requiring personal data processing, subject to legal requirements to retain data.
18. Money Laundering Regulations 2017
    1. In accordance with the Proceeds of Crime Act 2002 and Money Laundering Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crimes Agency (NCA)
    2. You also acknowledge that we are required to report directly to NCA 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. 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.
    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.
19. Bribery Act 2010
    1. In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its partners and staff from offering and receiving bribes.
20. Implementation
    1. We will only assist with implementation of our advice if specifically instructed in writing.
21. Intellectual property rights
    1. 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.
22. Internal Disputes
    1. 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 the board of directors for the attention of all of the board members. If conflicting advice, information or instructions are received from different individuals we will refer the matter back to the board of directors and take no further action until the board of directors has agreed the action to be taken.
23. Provision of services regulations 2009
    In accordance with our professional body rules we are required to hold professional indemnity insurance.  Details about the insurer and our coverage can be found at our offices and also on our website.
    1. 1. Interpretation
       2. If any provision of the engagement letter or schedules is held to be void, then that provision will be deemed not to form part of this contract.
       3. 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.
24. Lien
    1. Insofar as 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.
25. Limitation of liability
    1. 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 wilful default.
    2. 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.
    3. 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.
    4. Exclusion of liability relating to the discovery of fraud etc
       We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or wrongly misrepresented to us or from fraudulent acts, misrepresentation or wilful 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.
    5. 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 of our advice and opinions, whether in writing or otherwise.  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.
    6. Limitation of aggregate liability
       The total aggregate liability to the company and the Board of Directors, as a body, of whatever nature, whether in contract, tort or otherwise, of DPC for any losses whatsoever and howsoever caused from or in any way connected with this engagement shall not exceed ten times the annual fee or £50,000, whichever is the lower.
    7. 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.
26. Conflicts of interest   
    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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
    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 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
27. Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards
    1. Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA.  In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US internal Revenue Service (IRS) and subsequent submission of the required annual Returns to H M Revenue & Customs.
    2. However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity.  We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common reporting Standards.
28. Period of engagement and termination   
    1. Unless otherwise agreed in the engagement covering 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.
    2. Each of us may terminate this agreement by giving not less than 21 days notice in writing to the other party except where 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 prior to termination.
    3. 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 arising from termination.
29. Disengagement
    1. Should we resign or be requested to resign we may issue a disengagement letter to ensure that our respective responsibilities are clear.
    2. Should we have no contact with you for a period of 6 months or more we may issue a disengagement letter and hence cease to act.

APPENDIX 1

1. DATA PROCESSOR – ADDITIONAL INFORMATION
   1. This schedule accompanies our Standard Terms of Business, and details supplementary information which, in accordance with applicable data protection legislation, must be included in a written contract if the firm is acting as a data processor.
2. Subject matter of the processing
   1.  The subject matter of the processing are the services to be provided, as set out in this engagement letter.
3. Duration of the processing/retention of records
   1. The duration of the processing will be as set out in our engagement letter and we destroy client files at least six years after we finish advising you but reserve the right to retain files longer in appropriate cases or where the law requires.
4. Nature and purpose of the processing
   1. The nature and purpose of the data processing is as set out in our engagement letter.
5. Types of personal data to be processed (for example, names, addresses, dates of birth)
   1. Names], [Addresses], [Dates of birth], [Telephone numbers], [email addresses], [Employee/payroll numbers], [National insurance numbers], [Salaries], [Pension membership details], [bank account details], [credit card numbers], [tax reference numbers], [passport numbers], [driving licence numbers], [IP addresses].
6. Categories of data subjects (those to whom the client data relates, e.g. client employees, client customers)
   1. Categories of data subjects: [Employees], [Customers].
7. Obligations and rights of the client (as the data controller)
   1.  Your obligations and rights are as set out in this engagement letter.
8. If you need to contact us about any data protection issue please contact Valerie Wood.