These terms and conditions should be read alongside the privacy policy and privacy notice
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, the law and practice of England. 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 and verification
As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. Save in exceptional circumstances we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.
3. Client money
If we 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 AAT rules.
4. Commissions and other benefits
In some circumstances we may receive commissions and/or other benefits for 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. While we are required to account to you for commissions received, you agree that we may retain any such commissions.
5. 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 Dawn Nicholson, Knowle House, 4 Norfolk Park Road, Sheffield, S2 3QE. We agree to look into any complaint carefully and promptly and do everything reasonable to try and resolve it. If you are still not satisfied you can refer your complaint to our professional body, AAT.
6. Confidentiality
Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in our privacy notice. 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 and security terms.
8. Data protection
You acknowledge that we will act in accordance with the privacy notice we have supplied to you.
9. Disengagement
Should we resign or be requested 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 period of 12 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.
We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.
10. Electronic and other communication
As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice 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 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 accept 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 hard copy, other than where electronic submission is mandatory.
Any communication by us with you sent through the post or DX system is deemed to arrive at your postal address two working days after the day that the document was sent.
When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out the contract.
You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.
11.Fees and payment terms
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.
If we provide you with an estimate or proposal 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.
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 annually, unless agreed otherwise and our invoices are due for payment within 7 days of issue, unless agreed monthly payments via standing order/direct debit or if a query has been raised. 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 by monthly direct debit (GoCardless) and to periodically adjust the monthly payment by reference to actual billings.
You authorise us to settle our agreed fees from any monies held on your behalf in the client account.
Where this contract exists between us and a purchaser acting in the course of a business we reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of England 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.
If you do not accept that an invoiced fee is fair and reasonable you must notify us within 14 days of receipt, failing which you will be deemed to have accepted that payment is due.
On termination of the engagement you may appoint a new adviser. Where a new adviser requests professional clearance and handover information we reserve the right to charge you a reasonable fee for the provision of handover information. Any and all fees become payable at termination before handover of information will take place.
12.Implementation
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
13.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.
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 a business client, it should be noted that where our client is the business, 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 directors/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/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.
15.Investment advice (including insurance mediation 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, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a designated professional body as we are not authorised to give such advice.
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, fraud or wilful default.
a) Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, 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, 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. In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.
b) 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.
c) Exclusion of liability relating to non-disclosure or misrepresentation
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 exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that 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.
d) 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.
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 that 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
Our work will commence on the date specified in our engagement letter, and we will not be responsible for any periods prior to this date. Where the engagement letter specifies termination provisions that differ from those set out in this agreement, the provisions of the engagement letter shall take precedence.
Either party may terminate this agreement by providing a minimum of three months’ written notice to the other party. However, we reserve the right to terminate this agreement immediately if:
- fail to cooperate with us;
- exhibit threatening or abusive behavior;
- We have reason to believe that you have provided misleading information to us or HMRC.
We also reserve the right to terminate this agreement with less than three months’ notice where circumstances warrant.
Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
Arrangements on 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.
Engagement for One-off work
For one-off engagements (e.g., advice on a single transaction or preparation of a one-year tax return), the engagement ends upon completion of the agreed work. The date of completion shall be deemed the termination date, after which we owe you no further duties and will undertake no additional work.
Engagement for recurring work
For recurring services (e.g., annual compliance work such as tax return preparation), the engagement ceases on the applicable termination date as determined by the following:
- 21 days after written notice of termination, unless otherwise agreed.
- A mutually agreed later date.
After the termination date, we owe you no further duties and will not undertake any additional work.
Impact of Termination
Termination does not affect any rights or obligations accrued by either party before termination.
If termination occurs:
- We will endeavour to finalise any ongoing work as agreed, except where immediate cessation is required for legal or regulatory reasons.
- In such cases, we shall not be obligated to carry out further work or bear responsibility for the consequences of termination.
19.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. However, bear in mind that advice is only valid at the date it is given.
20.Retention of papers
You are legally responsible for retaining documents and records relevant to your tax affairs. During the course of our work, we may collect information from you and other sources related to your tax affairs. Original documents will be returned to you upon request.
By law, documents and records relevant to your tax affairs must be retained as follows:
- Individuals, trustees, and partnerships
- With trading or rental income: Five years and 10 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.
While some documents may legally belong to you, correspondence and other papers that we store (electronically or otherwise) and are not collected within six months of the termination of our services may be destroyed. This includes your documents if they are not reclaimed within this period.
If you require the return of specific documents or their retention for a longer period, you must notify us. A reasonable fee will apply for retaining documents, which must be paid in advance. If payment is not received, the documents may be destroyed in accordance with our standard procedures.
You are responsible for retaining any documents we send to you. For more details on document handling and retention, please refer to our privacy notice, which should be read alongside these terms and conditions.
21. Professional body rules
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.
You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.
In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti avoidance rule. 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 at our offices. The requirements are also available online at AAT.
The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business.
22.Lien
We reserve the right to retain documents and funds until all fees are paid in full, subject to legal and professional guidelines
23.Interpretation
In case of conflict between these terms and the engagement letter, the engagement letter takes precedence.