TERMS AND CONDITIONS

INTRODUCTION

• This page sets out the general terms and conditions under which we agree to act. They form part of the letter of engagement between us. They should be considered in conjunction with the Schedule of services, Privacy notice and agreed proposal/Fee terms.

• These terms and conditions shall remain in force unless and until they are replaced by updated terms and conditions.

APPLICABLE LAW

• Our engagement with you and the provision of the services provided are governed by the law and practice of England & Wales. Accepting the letter of engagement and these terms confirms both of our agreements that the courts of England & Wales will have exclusive jurisdiction over any claim or dispute over any matter in respect of the engagement.

AUTHORISATION AND REGISTRATION

• We are subject to regulation by the Chartered Institute of Management Accountants (CIMA)

• The website of our professional body is www.cimaglobal.com where you can find details of our firm in the register of members along with the code of ethics and the regulatory framework with which we are required to comply.

CLIENT IDENTIFICATION / ANTI-MONEY LAUNDERING COMPLIANCE

• We are supervised by the Chartered Institute of Management Accountants for anti-money laundering compliance.

• We are required to obtain information to identify and verify our clients. This may be done by requesting the information from you and/or by making searches of appropriate databases designed for the purposes.

• We will not usually be able to start working for you until such time as this information is received.

• 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).

• 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.

• 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/individual.

CLIENT MONEY

• Client money is money in any currency or form that we receive from a client or hold for a client which is not immediately due to us in accordance with our agreement.

• Fees paid in advance for agreed services to be provided are not client money and will not be required to offset these against our fees

• We will not hold assets belonging to you or any of your clients.

COMMISSIONS OR OTHER BENEFITS

• In some circumstances we may receive commissions or other benefits for the introductions to other professionals or in respect of transactions which we arrange for you.

• Where 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 where the payment is made to, or the transactions are arranged by a person or business connected with ours.

• The fee you would otherwise pay will not be reduced by the amount of the commissions or benefits.

• You agree that we can retain the commission or other benefits without being liable to you for any such amounts.

COMMUNICATION

• We will communicate with you and any agreed third party by a secure method as agreed.

• If you have provided us with your email address, we shall accept that as your authorisation to communicate with you by email, unless you withdraw that authorisation.

• Where you have agreed to receive electronic communications, you acknowledge:

o Although we take all reasonable care there is a risk of non-receipt, delays, misdirection or interception by a third party

o Although we use up to date virus protection software to reduce the risk you are responsible for virus checking any emails and attachments

o However careful parties are there is a risk associated with electronic communication which you accept in return for speed and efficiency.

• If order to ensure that communication is effective, you are required to notify us promptly of any change of postal or email address.

COMPLAINTS

• We aim to provide an excellent service at all times. However, should you be dissatisfied in any way please contact Louise Stephenson. This may be done by writing to 43 Crabtree Way, Old Basing, Hampshire, RG24 7AS or by emailing Louise Stephenson at louise.stephenson@stephensontilley.co.uk

• We undertake to look into any complaint carefully and promptly and to take all reasonable measures to resolve the position to your satisfaction. If we do not deal with your complaint to your satisfaction you may take up the matter with our professional body CIMA.

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 occasions, 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 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.

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.

• 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.

• 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 above.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

• 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.

CONTINUITY AGREEMENT

• In the event that we become unable to provide the services agreed through incapacity or death, a Continuity Arrangement has been made with Amanda Latcham Pack t/a ALP Accountancy. The purpose of this agreement is to look after your interests by providing continuity of services. You will be contacted in the event of such circumstances arising and you will have the option to decline to be covered by these arrangements.

DATA PROTECTION

• We will comply with the provisions of the General Data Protection Regulations and the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications Regulations 2019 when dealing with your personal data. (for more information see www.ico.org.uk) 

• These principles are:

o Lawfulness, fairness and transparency

o Purpose limitation

o Data minimisation

o Accuracy

o Storage limitation

o Integrity and confidentiality

o Accountability

• In order to comply with these principles, we will:

o Provide you with a privacy notice which should be read in conjunction with the letter of engagement, schedule of services and these terms and conditions.

o Ensure that the information that we collect and process is limited to that necessary for:

o Providing the agreed services

o Complying with legal and regulatory obligations

o Contacting you with details of other services (where consent has been given)

o Other legitimate reasons necessary to protect against claims or disciplinary action

• In order to comply with the regulations of our professional body CIMA our files may be subject to review by a professional body, regulator or another qualified third party to ensure our continued compliance with those regulations.

DISENGAGEMENT

• When we cease to act for you a disengagement letter will be issued. This will ensure that our respective responsibilities are clear and agreed.

• Should we be unable to contact you we will issue a disengagement letter to your last known address and cease to act.

• Each of us may terminate this engagement by giving not less than 30 days notice in writing to the other party, except where you fail to cooperate with us or we have reason to believe you have provided us or HMRC with misleading information, in which case we may terminate this engagement immediately.

• Termination shall be without prejudice to any rights that may have accrued to either party prior to termination.

• We shall also have the right to terminate this engagement and cease to work for you in the event that you fail to pay our invoices or if you fail to provide us with complete timely or accurate information to enable us to carry out the services we have agreed to perform for you.

• In the event of termination of this engagement we will endeavour to agree with you the arrangements for completion of the work in progress at the time, unless we are required for legal or regulatory purposes 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.

• At the time of termination of this engagement (for whatever reason) we will invoice you for all work carried out to the point of termination (in so far as not already invoiced) at our normal hourly rates.

• Our engagement with you will cease once we have completed all work that we have agreed to perform for you under this engagement.

• Once our engagement with you has terminated or ceased (for whatever reason) we shall owe you no further duties to act for you or to advise beyond the date of termination or cessation of the engagement.

FEES

• We will usually provide you with a fixed fee or hourly rate based proposal for each specific piece of work.

• 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 the value of the advice that we provide, as well as the level of risk.

• Unless agreed to the contrary, any estimation of our fees or a fixed fee quotation does not include any disbursements, or the costs of any third party, which shall be added to our invoices.

• Where information is provided later than agreed in the key dates schedule an additional fee may be charged to ensure that the deadline for completion and submission of the information is met.

• Where the quote for the work is dependent on the volume of transactions, for example employee numbers or number of invoices, a regular review will be undertaken for any changes and the fee will be updated accordingly.

• Any fees quoted or estimated are stated exclusive of VAT, which shall be added to our invoices if and when VAT is chargeable

• Invoices for our fees will be issued to you at appropriate intervals in accordance with the agreement and payment plan

• We may agree to spread payment of your fees by way of monthly payments by direct debit or standing order - over a period of up to one year. Any monthly direct debit or standing order agreed between us will be calculated with the expectation that your payments will be sufficient to settle the invoiced amount upon completion of the assignment to which the direct debit or standing order relates.

• Where, during the course of the assignment, it becomes necessary to revise the estimate of fees, we shall explain the revised estimate to you in writing and require you to amend standing order or direct debit accordingly.

• In any situation where our fees are expected to be paid by a third party (eg by an insurance provider in relation to an HMRC investigation), until those fees have been paid in full, you shall remain liable for our fees.

• We reserve the right to stop work on your affairs entirely where any fees due from you remain outstanding 30 days after the issue of the relevant invoice.

• We reserve the right to charge interest on all late payments. Where applicable this will be charged under the Late Payment of Commercial Debts (Interest) Act 1998

• In respect of a client that is not a natural person, where that client is unable or unwilling to settle our fees, or where fees are overdue, we shall seek payment from the natural person (or parent entity) who gave us instructions on the client's behalf, and we shall be entitled to enforce any fees due against them.

• 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.

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.

INTERPRETATION

• 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.

• 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.

INTERNAL DISPUTE WITHIN A CLIENT

• If we become aware of a dispute between the parties who own or are in the 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 registered office/normal place of business for the attention of the director/proprietors.

• If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

INVESTMENT SERVICES

• Investment business is regulated under the Financial Services and Markets Act 2000.

• If during the provision of professional services to you, you need advice on investments, including insurances, Funding & Consumer Credit then we will ask you to discuss with someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body.

• We don't provide investment services neither do we refer.

LIEN

• In so far 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.

LIMITATION OF LIABILITY

• Limitation of Liability

o We will provide our services with reasonable care and skill. Our liability to you arising from the services, whether arising in contract, tort, breach of statutory duty or otherwise is limited to £100,000. We shall not be liable to you for any indirect or consequential loss, including, loss of profit, loss of goodwill, loss of business opportunity or loss of anticipated saving.

• Exclusion of liability relating to the discovery of fraud etc

o 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. 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.

• Exclusion of liability for loss caused by others

o 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 caused by a failure to act on our advice or a failure to provide us with relevant information.

o In particular, where we refer you to another firm for advice on matters outside the remit of our engagement, even if connected or related to the engagement, who you then instruct directly, we accept no responsibility in relation to the work carried out by that firm and will not be liable for any losses caused by them.

• Exclusion of liability in relation to circumstances beyond our control

o 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.

• Indemnity for unauthorised disclosure

o 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.

NOTIFICATION

• We shall not be treated as having notice, for the purposes of our accounts & tax responsibilities, of information provided to members of our firm other than those engaged on the specific assignment (for example, information provided in connection with accounting, taxation and other services).

PERIOD OF ENGAGAMENT AND TERMINATION

• The start date our responsibility for assignments commences will be set out in the key dates table within the engagement letter.

• Where no date has been added in the key dates table or agreed in any other way, then the service will commence from the start date stated in the engagement letter or the date you sign and return it to us, whichever is the later.

• Except as stated in the engagement letter, we will not be responsible for periods prior to the start date.

• When notice is given by either party the date that our responsibility for the service ends will be set out in the disengagement letter. (please see the 'Disengagement' section for more details)

PROFESSIONAL INDEMNITY INSURANCE

• We are required by our professional body CIMA to have professional indemnity insurance

• Details about the insurer and the territorial coverage can be provided on request at our offices by email.

RELIANCE ON ADVICE

• We will only assist with implementation of our advice if specifically instructed in writing.

• Advice given is valid at the time it is given. If you are implementing plans yourself at a later date you need to confirm that there have been no changes in any relevant facts or to laws and regulations that will impact on the validity of the advice.

• Advice given orally should not be relied upon unless confirmed in writing.

• Advice given by a non-principal should not be relied upon unless confirmed in writing by a principal.

• Any advice given is for the use of the addressee of the engagement letter only. We accept no responsibility to any party who is not a party to this agreement.

• Any advice given to you should not be passed to a third party without our express permission.

• Any advice can only be used for the purpose for which it is given.

RETENTION OF 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

o with trading or rental income: 5 years and 10 months after the end of the tax year

o otherwise: 22 months after the end of the tax year

• Companies, LLPs and other corporate entities:

o 6 years from the end of the accounting period

o Whilst 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.

TIMETABLE

• The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.

• 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.

AGREED FURTHER SERVICES

• We will carry out such further additional services beyond those listed in the schedule of services as we may agree with you in writing. Such additional services will be subject to our usual rates and the terms of this Engagement letter and terms and conditions. Any advice given under this clause may only be relied upon if confirmed to us in writing.

Last updated May 2022