Applicable Law
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.
1. 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.
2. 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.
3. Commissions and other benefits
In some circumstances we may receive commissions 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.
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
Barton Facey. 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,
the Institute of Chartered Accountants in England and Wales.
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 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.
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. 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.
7. Data Protection
We confirm that we will comply with the provisions of the Data
Protection Act 1998 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.
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.
Should we have no contact with you for a period of one year or more we
may issue to your last known address a disengagement letter and hence
cease to act.
9. Electronic and other communication
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 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.
Any communication by us with you sent through the post system 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 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 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.
Our normal hourly rates are as follows.
These are reviewed annually.
We will bill monthly and our invoices will are due for payment upon
presentation. 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 issue ‘Applications for Payment’ when
dealing with continuous or recurring work. The payment terms for
‘Applications for Payment’ are the same as for invoiced fees. A VAT
invoice will be issued to you upon receipt of your payment.
We reserve the right to charge interest on late paid invoices at the
rate of 3% 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 7 days of receipt, failing which you will be
deemed to have accepted that payment is due.
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
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. Interpretation
If any provision of this engagement letter or enclosed 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.
15.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 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 and take no further action until the board/partnership has
agreed the action to be taken.
16. 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 Services Authority or
licensed by a Designated Professional Body as we are not.
17. Lien
Insofar as we are permitted to 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.
18. 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 wilful default, but limited to the lesser
of 20 times our fee for the work in question and £700,000. 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. 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. 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.
19. 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 under the Contracts (Rights of Third Parties) Act 1999 to enforce
any of its terms.
20. 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.
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.
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.
21. Professional rules and statutory obligations
We will observe and act in accordance with the bye-laws,
regulations and ethical guidelines of the Institute of Chartered
Accountants in England and Wales 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.
22. 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.
23. 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: 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.
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.
