1. INTRODUCTION

These terms and conditions set our the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered  in our Engagement Letter and Fee Terms.

2. 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 UK law.  Each party agrees that the courts of England and Wales will have exclusive jurisdiction in relation to any claim, dispute, or difference concerning our engagement letter and any matter arising from it. 

Each party irrevocably waives any right to object to any actionbeing 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.

3. AUTHORISATION  AND  REGISTRATION

We are registered with CPAA as certified accountants and can be found on the register of members with the CPAA. 

4. ACT  2010

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 or receiving bribes. 

5. CLIENT MONIES

We do not process or hold client monies. This means that we will not hold money on your behalf, for example, receive on your behalf repayments due to you by HMRC. Such money will be repaid directly to you by HMRC. 

Fees paid by you in advance for professional work to be performed and identifiable as such shall not be regarded as clients' monies.

6. COMMISSIONS  OR  OTHER  BENEFITS

In some circumstances, commissions or other benefits may become payable to us in respect of transactions that we arrange for you. Where this happens, we will notify you in writing of the amount and terms of payment. The same will apply where the payment is made to, or transactions are arranged by a person or business connected with ours.

7. COMMUNICATION

Unless you instructus 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 fully secure, and we cannot be held responsible for damage or loss caused by viruses nor for communications that 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. 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 post, other than where electronic submission is mandatory. 

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. 

8. 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 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 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.

9. 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 averse to yours subject of course to the obligations of confidentiality referred to above. 

10. 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 that 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.

11. DATA PROTECTION  ACT 1998  and 2018

We confirm that we will comply with the provisions of the Data Protection Act 1998 and successor legislation incorporating GDPR and the Data Protection Act 2018 when processing personal data about you and your family. 

In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance, and crime prevention we may obtain, process, use, and disclose personal data about you.

12. DISENGAGEMENT

Should we resign or be requested to resign a disengagement letter will be issued to ensure that our respective responsibilities are clear.

Should we have no contact with you for 12 months or more we may issue a disengagement letter and hence cease to act.

13. ETHICAL GUIDELINES

We are bound by the ethical guidelines of the Certified Public Accountants Association 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 requestor can be requested with the CPAA. Wewill not be liable for any loss, damage, or cost arising from our compliance with statutory or regulatory obligations.

14. FEES

We operate fixed fees, quoted in advance. Please refer to your Fees Schedule for a breakdown of these.

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 in 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.

We will bill upon completion of the work and our invoices are due for payment on the due date as shown on our invoice. 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. 

It is our normal practice to ask clients to pay upon completion of the ad hoc piece of work being completed before any submission to HMRC / Companies House is made. 

We reserve the right to charge interest on late-paid invoices at the rate of 1% 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. 

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 levelof fees charged,we reserve the right to require that the matter be dealt through arbitration. We recommend that arbitration is undertaken by the fee arbitration service provided by CPAA for members. The fee arbitrator will be appointed by the CPAA president; the fee willbe as negociated with the CPAA arbitrator.

15. PERSONAL LIABILITY FOR UNPAID BILLS

In the event that an incorporated organisation (hereinafter referred to as "the Client") fails to settle any outstanding bills within the agreed-upon payment terms, the Directors, Partners, Guarantors, or Trustees (hereinafter collectively referred to as "Individuals") associated with the Client shall assume personal responsibility for the payment of such outstanding amounts.

The Individuals hereby agree to be jointly and severally liable for any unpaid bills incurred by the Client during the course of its business operations. Accounting Bees (hereinafter referred to as "the Creditor") reserves the right to pursue legal action against any or all of the Individuals to recover the outstanding debts.

This personal liability of the Individuals shall not be limited or affected by any changes in the corporate structure of the Client, including but not limited to, its dissolution, merger, or acquisition.

The Individuals expressly acknowledge and accept personal responsibility for the settlement of any unpaid bills owed by the Client to the Creditor. This clause is an integral part of the overall agreement between the parties and shall remain in effect unless otherwise mutually agreed upon in writing by both parties.

16. IMPLEMENTATION

We will only assist with the implementation of our adviceif specifically instructed in writing.

17. 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. 

18. 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 provisions in the engagement letter or schedules will take precedence.

19. INVESTMENT SERVICES AND FINANCIAL ADVICE

Investment businesses and financial advisers are regulated under the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments, including insurance, or financial advice we may have to refer you to someone who is authorised by the Financial Service Authority or licensed by a Designated Professional Body as we are not. 

20. 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. 

21. 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 caused by our negligence or willful default. 

1. 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.
2. 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.
3. Exclusion of liability relatingto 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 willful default on the part of any party to the transaction and their directors, officers, employees, agents, or advisers. This exclusion shallnot 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.
4. Indemnity for unauthorised disclosure: You agree to indemnify our agents and us in respect of any claim (including any negligence claim) 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.
5. Limitation of aggregate liability: You have agreed that you will not bring any claim of a kind that is includedwithin the subject of the limit against any of our principals or employees; on a personal basis.

22. MONEY LAUNDERING REGULATIONS 2007

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 directlyto SOCA without prior reference to you or your representative if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering. 

As with other professional services firms, we are required to identify our clients for the purpose 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.

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. 

23. NOTIFICATION

We shall not be treated as having notice, for the purposes of our accounts and 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). 

24. PERIOD  OF  ENGAGEMENT  AND  TERMINATION

Unless otherwise agreed in the engagement cover 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. 

Each of us may terminate this agreement by giving no 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. 

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 for legal reasons to cease work immediately. In that event,we shall not required to carry out out further work and shall not be responsible or liable for any consequences arising from termination. 

25. 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 coverage can be found at our offices. 

26. QUALITY  OF  SERVICE

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 Keith Voisey. 

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 Certified Public Accountants Association. 

27. 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. 

28. RETENTION  OF  RECORDS

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 affairs. We will return any original documents to you if requested. Documents and records relevant to your affairs are required by law to be retained as follows:

       1. Individuals, Trustees,and Partnerships:

• with trading or rentalincome: 5 years and 10 months after the end of the tax year;
• Otherwise: 22 months after the end of the tax year;

       2. Companies, LLPs, Charities, and other Corporate Entities:

• 6 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 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period. 

 29. THIRD PARTY

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. 

If it is proposed that any documents or statements which refer to our name, are to be circulated to third parties, please consult us before they are issued. 

30. TIMETABLE

The services we undertake to perform for you will be carriedout 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.