Terms & Conditions

Standard Terms & Conditions of Business

1. Applicable Law
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. 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.
2. Client identification
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.
3. Client money
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 AAT.
4. Complaints
We are committed to providing you with a high-quality service that is both efficient and effective.
However, should there be any cause for complaint in relation to any aspect of our service please
contact Tracy Anne Martin. We agree to look into any complaint carefully and promptly and do
everything reasonable to put it right. If you are still not satisfied you can refer your complaint to our
professional body, AAT.
5. Confidentiality
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 occasion, subcontract work on your affairs to other tax or accounting professionals. The
subcontractors will be bound by our client confidentiality terms.
We reserve the right, for the purposes of promotional activity, training or for similar business
purpose, to mention that you are a client. As stated above we will not disclose any confidential
information.
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6. Conflicts of interest
We will inform you if we become aware of any conflict of interest in our relationship with you or in
our relationship with you and another client. We have safeguards that can be implemented to
protect the interests of different clients if a conflict arises. Where conflicts are identified that cannot
be managed in a way that protects your interests then we regret that we will be unable to provide
further services. If this arises, we will inform you promptly.
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 your subject, to the obligations of
confidentiality referred to above.
7. Data Protection
We confirm that we will comply with the provisions of the General Data Protection Regulation
(GDPR) when processing personal data about your directors and employees.
Processing means:
● obtaining, recording or holding personal data; or
● carrying out any operation or set of operations on personal data, including collecting and
storage, organising, adapting, altering, using, disclosure (by any means) or removing (by any
means) from the records manual and digital.
The information we obtain, process, use and disclose will be necessary for:
● the performance of the contract
● to comply with our legal and regulatory compliance and crime prevention
● contacting you with details of other services where you have consented to us doing so
● other legitimate interests relating to protection against potential claims and disciplinary action
against us.
This includes, but is not limited to, purposes such as updating and enhancing our client records,
analysis for management purposes and statutory returns.
In regard to our professional obligations, we are a member firm of AAT. Under the ethical and
regulatory rules of AAT, we are required to allow access to client files and records for the purpose of
maintaining our membership of this body.
Further details on the processing of data are contained in our privacy notice, which should be read
alongside these terms and conditions.
8. Disengagement
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure
that our respective responsibilities are clear.
9. Electronic and other communication
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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.
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 that 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
agree to 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.
Any communication sent through the post system by us is deemed to arrive at your postal address
two working days after the day that the document was sent.
10. Fees and payment terms
Our fees do not solely depend on the amount of time spent on your affairs. Levels of skill,
responsibility, importance and value are also factors, as well as the level of risk.
If we provide you with an estimate of our fees for any specific work, then that estimate will not be
contractually binding unless we explicitly state that will be the case.
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.
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
insurance 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.
We will bill monthly and our invoices will be due for payment within 14 days of issue. 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.
Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel
or other professional fees.
We reserve the right to charge interest on late paid invoices at the rate of 5% 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 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.
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If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of
receipt, failing which you will be deemed to have accepted that payment is due.
In the case of a dispute over the level of fees charged we reserve the right to require that the matter
is dealt with through arbitration. We recommend that arbitration is undertaken by the fee
arbitration service provided by the AAT for its members. The fee arbitrator will be appointed by the
AAt’s President and the fee will be as negotiated with the arbitrator.
11. Implementation
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
12. 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.
13. Interpretation
If any provision of these terms and conditions, the engagement letter or enclosed schedules is held
to be void, then that provision will be deemed not to form part of this contract and the remainder of
this agreement shall be interpreted as if such provision had never been inserted.
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
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 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 on the
action to be taken.
15. Lien
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.
16. Limitation of liability
We will provide our services with reasonable care and skill. Our liability to you is limited to losses,
damages, costs and expenses directly caused by our negligence or wilful default.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are
caused by the acts or omissions of any other person or due to the provision to us of incomplete,
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misleading or false information or if they are caused by a failure to act on our advice or a failure to
provide us with relevant information.
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under this
engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
Exclusion of liability relating to the discovery of fraud 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
misrepresented to us. This applies equally to 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, beyond that which it would have been
reasonable for us to have carried out in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence)
arising out of any unauthorised disclosure by you or by any person for whom you are responsible of
our advice and opinions, 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.
Limitation of aggregate liability
Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the
maximum aggregate liability of this firm, agents and employees to all persons to whom the
engagement letter is addressed and also any other person that we have agreed with you may rely on
our work. By signing the engagement letter you agree that you have given proper consideration to
this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you
should contact us to discuss it before signing the engagement letter.
You have agreed that you will not bring any claim of a kind that is included within the subject of the
limit against any of our directors or employees on a personal basis.
17. Limitation of Third Party rights
The advice and information we provide to you as part of our service is for your sole use and not for
any third party to whom you may communicate it unless we have expressly agreed in the
engagement letter that a specified third party may rely on our work. We accept no responsibility to
third parties, including any group company to whom the engagement letter is not addressed, for any
advice, information or material produced as part of our work for you which you make available to
them. A party to this agreement is the only person who has 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
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.
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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
party prior to termination.
In the event of termination of this contract, we will endeavour to agree with you the arrangements
for the completion of work in progress at that time, unless we are required for legal or regulatory
reasons to cease work immediately. In that event, we shall not be required to carry out further work
and shall not be responsible or liable for any consequences arising from termination.
19. Professional rules and statutory obligations
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the
AAT and will 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. Copies of these
requirements can be found www.taaccounts.com or our offices.
20. 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.
21. Retention of papers
You have a legal responsibility to retain documents and records relevant to your tax affairs. During
the course of our work, we may collect information from you and others relevant to your tax 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: five years and ten months after the end of the tax year
– otherwise: 22 months after the end of the tax year
Companies, LLPs and other corporate entities:
– six years from the end of the accounting period
Whilst certain documents may legally belong to you, we may destroy correspondence and other
papers that we store, electronically or otherwise, which are more than seven years old. You must tell
us if you require the return or retention of any specific documents for a longer period.
22. The Provision of Services Regulations 2009 (‘Services Directive’)
In accordance with our professional body rules, we are required to hold professional indemnity
insurance. Details about the insurer and coverage can be found at www.taaccounts.com or at our
offices.
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