These terms and conditions represent our general terms as at 1 July 2012 and should be read in conjunction with our separately issued Engagement Letter outlining the precise details of services we are agreeing to provide.
General Terms and Conditions
1 Investment advice
1.1 We are licensed by the Institute of Chartered Accountants in England and Wales to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you. We are not authorised by the Financial Services Authority to conduct Investment Business.
2 Corporate Finance
2.1 We are authorised by The Institute of Chartered Accountants in England and Wales in connection with investment business matters. For designated investment business services we will issue a separate engagement letter.
3 Client Monies
3.1 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’ Money Regulations of The Institute of Chartered Accountants in England and Wales.
3.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by National Westminster Bank plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
3.3 If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
4.1 Our fees are computed on the basis of the time spent on your affairs by the partners and staff of the firm, and on the levels of skill and responsibility involved. Unless otherwise agreed, invoices for work done will be raised at appropriate intervals during the course of the year.
4.2 Where it is necessary for us to perform work outside the responsibilities set out in our letter of engagement this will involve additional fees.
5 Interest on Overdue Fees
5.1 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate are strictly 14 days net. We reserve the right to charge interest at the effective rate of 11% per annum on any invoice which remains unpaid after this time. Failure by us to charge interest on any occasion in accordance with these terms will not affect our right to do so on future occasions.
6 Retention Of and Access To Records
6.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your financial statements and returns. You should retain these records for at least seven years from the end of the accounting year to which they relate.
6.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old. If you require retention of any document you must notify us of that fact in writing and we may need to make an additional charge for the retention of such documentation.
7 Quality Control
7.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.
8 Help Us To Give You The Right Service
8.1 If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by telephoning the partner with whom you normally deal.
8.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you are still not satisfied, you may of course take up matters with The Institute of Chartered Accountants in England and Wales.
9 Internet Communication
9.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you.
If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
9.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
10 Applicable Law
10.1 All of our engagement letters are governed by, and construed in accordance with, English law. 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 it may have to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate form, or to claim that those Courts do not have jurisdiction.
11 Limitation of Liability
11.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
11.2 You agree to hold harmless and indemnify us against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing in connection with this agreement. You agree that you will not bring any claim in connection with services provided to you by the firm against any of our employees on a personal basis.
12 Data Protection Legislation
12.1 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of current Data Protection Legislation.
13 Contracts (Rights of Third Parties) Act 1999
13.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
13.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
14 Money Laundering
14.1 We have a duty under Section 330 of the Proceeds of Crime Act 2002 and Money Laundering Regulations 2007 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
14.2 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes the acquisition, possession or involvement in arrangements for concealing the benefits of any activity that constitutes a criminal offence in the UK. This definition is very wide and would include :
- Tax evasion through deliberate understatement of income or overstatement of expenses or stocks; or
- Deliberate failure to inform the tax authorities of known underpayments.
14.3 We are obliged by law to report to SOCA without your knowledge and consent and in fact we would commit the criminal offence of tipping off under Section 333 of the Proceeds of Crime Act were we to inform you of any suspicions or that a report had been made.
14.4 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Institute of Chartered Accountants in England and Wales.
15 The Provision of Services Regulations 2009
15.1 We are registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk upon request to a partner.
15.2 Our professional indemnity insurer details are available for inspection at our offices upon request. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.
These Terms and Conditions remain in force unless updated as required by law.