Terms and Conditions
Standard Terms Of Business
The following terms of business, 1 to 24.2 inclusive, apply to all engagements accepted by Accura Accountants Limited. All work is carried out under these terms except where changes are expressly agreed in writing. By signing the attached letter of engagement, you are agreeing to the terms of business below.
1. Professional Rules 81 Practice Guidelines
1.1 We will observe the bye-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants and accept instructions to act for you on the basis that we will act in accordance with them. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.accaglobal.com/membershandbook. We confirm that we are Registered Auditors eligible to conduct audits under the relevant legislation.
We are registered as auditors by the Association of Chartered Certified Accountants in the UK and details of our registration can be found at www.auditregister.org.uk under registration number 2467490 or at http://www.accaglobal.com/general/finding/.
2. Bribery Act 2010
2.1 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
3. Investment Services
3.1 Although we are not authorised by the Financial Conduct Authority (FCA) to conduct investment business, we are licensed by The Association of Chartered Certified Accountants to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.
3.2 In particular, we may:
- advise you on investments generally, but not recommend a particular investment or type of investment
- refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000;
- advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
- advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
- assist you in making arrangements for transactions in investments in certain circumstances; and
- manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.
3.3 We may also, on the understanding that the shares or other securities of the company are not publicly traded:
- advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations;
- arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
- arrange for the issue of new shares; and
- act as the addressee to receive confirmation of acceptance of offer documents etc.
3.4 The firm may receive commission from any introduction to a PTP in connection with the above, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction. Such commission will be held in our clients’ account until we receive instructions from you as to how it should be treated. In the event of no such instructions being received, we may use such monies against any fees that have been outstanding for 30 days or more and concerning which you are not in dispute with us.
3.5 We may also request that you allow us to retain such commissions to cover our costs in connection with the above, but permission will be sought separately from you in these circumstances. If you are dissatisfied in any way about our services described in this section, you should follow the procedures set out in the ‘Help us to give you the right service’ section of this letter and, in the unlikely event that we cannot meet our liabilities to you, you can contact the Association of Chartered Certified Accountants.
3.6 Financial Promotions
To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances, but would only do so in our normal office hours of 9.30 to 17.30. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.
4. Commissions Or Other Benefits
4.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In this case we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.
5. Clients’ Money Regulations
5.1 We may, from time to time, hold money on your behalf. The 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 Association of Chartered Certified Accountants.
5.2 To avoid excessive administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £1,000.00. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
6. Retention of Records
6.1 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:-
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, LLPs and other corporate entities – 6 years from the end of the accounting period.
6.2 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
7. Conflicts of Interest and Independence
7.1 We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.
8. Confidentiality
8.1 We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.
8.2 You agree that we will be complying sufficiently with our duty of confidence if we take steps that we in good faith think fit to keep appropriate information confidential during and after our engagement.
8.3 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 data security terms.
8.4 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.
9. Help us to Give You the Right Service
9.1 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 Alan S Bradstock.
9.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with The Association of Chartered Certified Accountants.
10. Lien
10.1 Insofar 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.
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 have agreed 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.
11.3 We have discussed with you the extent of our liability to you in respect of the professional services set out in this letter. Having considered both your circumstances and our own we have agreed that this firm’s aggregate liability, whether to you or to any other party, of whatever nature, whether in contract, tort or otherwise, of this firm for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall not exceed 12 times the fee.
11.4 We acknowledge that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its principals or employees.
11.5 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.
11.6 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.
11.7 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.
11.8 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 wrongly misrepresented to us or from 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.
11.9 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 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.
12. Electronic and other communication
12.1 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.
12.2 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 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 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.
12.3 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.
13. Data Protection
13.1 We confirm that we will comply with the provisions of the General Data Protection Regulation (GDPR) when processing personal data about you and those within your firm and/or employees and your/their family/ies.
Processing means:
- obtaining, recording or holding personal data; or
- carrying out any operation or set of operations on personal data, including collecting and storage, organising, adapting, altering, using, disclosure (by any means) or removing (by any means) from the records manual and digital.
The information we obtain, process, use and disclose will be necessary for:
- the performance of the contract
- to comply with our legal and regulatory compliance and crime prevention
- contacting you with details of other services where you have consented to us doing so
- other legitimate interests relating to protection against potential claims and disciplinary action against us.
This includes, but is not limited to, purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns.
13.2 In regard to our professional obligations we are a member firm of the Association of Chartered Certified Accountants (ACCA). Under the ethical and regulatory rules of ACCA we are required to allow access to client files and records for the purpose of maintaining our membership of this body.
13.3 Further details on the processing of data are contained in our privacy notice, which should be read alongside these terms and conditions.
13.4 We confirm that we will at all times comply with the requirements of the Data Protection Act 1998 when processing data on your behalf.
13.5 For accounting and other services the firm is acting as Data Controller. To enable us to discharge the services agreed under our engagement, 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, we may obtain, use, process and disclose personal data about your business its officers and employees.
13.6 The processing of personal payroll data where the firm is acting as a data processor places additional requirements on the firm in connection with the Data Protection Act 1998. Sections 11 and 12 of the Data Protection Act 1998 place express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf.
14. Money Laundering Regulations 2017
14.1 In accordance with the Proceeds of Crime Act, The Terrorism Act, Money Laundering Regulations 2017 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).
14.2 You also acknowledge that we are required to report directly to the NCA 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.
As with other professional services firms, we are required to have appropriate risk based policies and procedures for assessing and managing money laundering risks: this applies at the start of any business relationship and through the lifetime of the relationship. This includes undertaking appropriate customer due diligence.
We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
14.3 Copies of such records created as part of the client due diligence process, including any non-engagement documents relating to the client relationship and ongoing monitoring of it, will be retained by us for a period of five years after we cease to act for the business unless we are required to retain them under statutory obligation, or to retain them for legal proceedings, or you consented to the retention in which case the records will be retained for not more than 10 years.
15. Quality Control
15.1 As part of our ongoing commitment to providing a quality service our files are periodically reviewed by an independent regulatory or quality controller. Our reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff.
16. Contracts (Rights Of Third Parties) Act 1999
16.1 Only someone who is a party to this Agreement has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right or remedy that exists independently of the Act.
16.2 The advice we give you is for your sole use and is not for 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.
17. Fees
17.1 Our fees are normally computed on the basis of the time spent on your affairs and on the levels of skill or responsibility involved together with any disbursements incurred in connection with the engagement. We will issue fee notes at intervals which we deem appropriate during the course of the year. We will add value added tax, if applicable, at the current rate.
17.2 Charges for recurring work are subject to an agreed fee reviewed on an annual basis. All other ad hoc fees for non—recurring matters are charged at the appropriate hourly rates as above and invoiced at the conclusion of the particular matter.
17.3 Our invoices are payable on presentation. We reserve the right to charge interest at 3% per year over base rate in the case of overdue accounts. We may terminate our engagement and cease acting if payment of any fees billed is unduly delayed. It is not our intention, however, to use these arrangements in a way which is unfair or unreasonable.
17.4 If it is necessary to carry out work outside the responsibilities outlined in this letter we will advise you in advance. This will involve additional fees. Accordingly we would like to point out that it is in your interest to ensure that your records etc are completed to the agreed stage.
17.5 In the event of non-payment of our fees we will stop all further work until such time as our fees are discharged. Any fine, penalties or interest that occur in these circumstances will not be our responsibility and no liability is accepted.
17.6 The principal(s) of the business, present and future, is (are) to hold us indemnified at all times for the payment of our fees in the event of non- payment by the business, and the signatory(ies) of the engagement letter is(are) deemed to sign with full authority of all other current principals, if any, and any future principals are deemed to have constructive notice of their obligations in this respect.
17.7 We reserve the right to pass the debt on to a collection agency and any costs incurred in such circumstances will be passed on to you the debtor. We also reserve the right to pass on details of non-payment to relevant credit reference agencies.
18. Implementation
18.1 We will only assist with implementation of our advice if specifically instructed in writing.
19. Intellectual Property Rights
19.1 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.
20. Applicable Law
20.1 Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from them. 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 inconvenient forum, or to claim that those courts do not have jurisdiction
21. Period Of Engagement And Termination
21.1 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.
21.2 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.
21.3 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.
22. Disengagement
22.1 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 a period of twelve months or more we may issue a disengagement letter or simply cease to act