Terms of Business
TERMS AND CONDITIONS
Introduction
1.1. The following pages set out the terms and conditions under which we agree to act. These terms and conditions (as updated from time to time) form part of the letter of engagement between us. They should be considered in conjunction with the following documents provided to you, to which you have also agreed.:
i. The scope
ii. The individual schedules of services
iii. The privacy notice
iv. The proposal
1.2. These terms and conditions shall remain in force unless and until they are replaced by updated terms and conditions.
2. Applicable Law
2.1. Our engagement with you and the provision of the services provided are governed by the law and practice of England & Wales. Accepting the letter of engagement and these terms confirms both of our agreements that the courts of England & Wales will have exclusive jurisdiction over any claim or dispute over any matter in respect of the engagement.
3. Professional Body
3.1. We are subject to regulation by Institute of Certified Bookkeepers (ICB),
3.2. The website of our professional body is www.bookkeepers.org.uk where you can find details of our firm in the register of members along with the code of ethics and the regulatory frameworkwith which we are required to comply.
4. Client Money
4.1. Client money is money in any currency or form that we receive from a client or hold for a client which is not immediately due to us in accordance with our agreement. Fees paid in advance for agreed services to be provided are not client money and will not be required to offset these against our fees.
4.2. We will not hold assets belonging to you or any of our clients.
5. Investment Advice, Funding & Consumer Credit
5.1. Investment business is regulated under the Financial Services and Markets Act 2000.
5.2. We don't provide investment services neither do we refer.
6. Commissions Received Excluding Investment Business
Commissions
6.1. From time to time we or another connected business may receive a commission or other
benefit because of an introduction to another professional or a transaction arranged for you.
6.2. If this occurs, we shall account to you for the commission, which means you will be notified in
writing of the terms and payment of the commission or benefit.
6.3. You agree that we can retain such commissions or benefits.
7. Data Protection
7.1. 7.2. 7.3. 7.4. 7.5. 7.6. 7.7. 7.8. 7.9. 7.10. We will comply with the General Data Protection Regulations and the Data Protection Act 2018
when dealing with your personal data.
GDPR provides that: Personal data only includes information relating to natural persons who:
i. can be identified or who are identifiable, directly from the information in question; or
ii. who can be indirectly identified from that information in combination with other
information.
This will include but is not limited to a name, identification number, location data and an online
identifier.
When providing accountancy services we will usually be acting as a controller under the
regulations. We will be controllers as we will make decisions about processing activities when
providing the agreed service to you.
We may act as a processor when providing certain services such as payroll. In this case you
would be the controller and we would act on your instructions.
We ensure that we comply with the principles as set out in the GDPR (for more information see
www.ico.org.uk) when collecting and processing data. These principles are:
i. Lawfulness, fairness and transparency
ii. Purpose limitation
iii. Data minimisation
iv. Accuracy
v. Storage limitation
vi. Integrity and confidentiality
vii. Accountability
In order to comply with these principles we will:
Provide you with a privacy notice which should be read in conjunction with the letter of
engagement, schedules of services and these terms and conditions
Ensure that the information that we collect and process is limited to that necessary for:
i. Providing the agreed services
ii. Complying with legal and regulatory obligations
iii. Contacting you with details of other services (where consent has been given)
iv. Other legitimate reasons necessary to protect against claims or disciplinary action.
In order to comply with the regulations of our professional body ICB our files may be subject to
review by a professional body, regulator or another qualified third party to ensure our
continued compliance with those regulations.
8. Anti-Money Laundering Compliance
8.1. We are supervised by the Institute of Certified Bookkeepers for anti-money laundering
compliance. We are required to obtain information to identify and verify our clients. This may be
done by requesting the information from you and/or by making searches of appropriate
databases designed for the purpose.
8.2. We will not usually be able to start working for you until such time as this information is
received.
9. Bribery Act 2010
9.1. In accordance with the requirements of the Bribery Act 2010 we have policies and procedures
in place to prevent the business and staff from offering or receiving bribes.
10. Conflicts of Interest
10.1. Where there is a conflict of interest in our relationship with you or in our relationship with you
and another client we will notify all parties and where possible apply appropriate, agreed
safeguards to protect the interests of all parties.
10.2. Where suitable safeguards cannot be applied we may be unable to provide further services.
10.3. 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 below.
11. Professional Indemnity Insurance
11.1. We are required by our professional body ICB to have professional indemnity insurance.
11.2. Details about the insurer and the territorial coverage can be provided on request at our offices
by appointment or via email.
12. Complaints
12.1. We aim to provide an excellent service at all times. However, should you be dissatisfied in any
Way, please contact Kristy Glenister. This may be done by writing to 16 Bevan Hill, Chesham,
Buckinghamshire, HP5 2QS, or by telephoning this office, or by emailing Kristy Glenister at
kristy@4castbookkeeping.co.uk.
12.2. We undertake to look into any complaint carefully and promptly and to take all reasonable
measures to resolve the position to your satisfaction. If we do not deal with your complaint to
your satisfaction you may take up the matter with our professional body ICB. At that point, if
appropriate, we shall also provide you with details of an approved body that you may wish to
contact with regard to a possible alternative dispute resolution process.
13. Confidentiality
13.1. In accordance with our code of ethics all communication between us is confidential. Information
will not be disclosed unless authorised by you (for a specific item or generally via the privacy
notice) or where required by law or regulation.
14. Disengagement
14.1. When we cease to act for you a disengagement letter may be issued. This will ensure that our
respective responsibilities are clear and agreed.
14.2. 14.3. 14.4. 14.5. 14.6. 14.7. 14.8. 14.9. Should we be unable to contact you we may issue a disengagement letter to your last known
address and cease to act.
Each of us may terminate this engagement by giving not less than 30 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 engagement immediately.
Termination shall be without prejudice to any rights that may have accrued to either party prior
to termination.
We shall also have the right to terminate this engagement and cease to work for you in the
event that you fail to pay our invoices or if you fail to provide us with complete timely or
accurate information to enable us to carry out the services we have agreed to perform for you.
In the event of termination of this engagement we will endeavour to agree with you the
arrangements for completion of the work in progress at the time, unless we are required for
legal or regulatory purposes 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.
At the time of termination of this engagement (for whatever reason) we will invoice you for all
work carried out to the point of termination (in so far as not already invoiced) at our normal
hourly rates.
Our engagement with you will cease once we have completed all work that we have agreed to
perform for you under this engagement.
Once our engagement with you has terminated or ceased (for whatever reason) we shall owe
you no further duties to act for you or to advise beyond the date of termination or cessation of
the engagement.
15. Communication
15.1. We will communicate with you and any agreed third party by a secure method as agreed.
15.2. If you have provided us with your email address, we shall accept that as your authorisation to
communicate with you by email, unless you withdraw that authorisation. Where you have
agreed to receive electronic communications you acknowledge:
i. Although we take all reasonable care there is a risk of non-receipt, delays, misdirection
or interception by a third party
ii. Although we use up to date virus protection software to reduce the risk you are
responsible for virus checking any emails and attachments
iii. However careful parties are there is a risk associated with electronic communication
which you accept in return for speed and efficiency.
15.3. In order to ensure that communication is effective you are required to notify us promptly of any
change of postal or email address.
16. Fees, Payment Terms & Timetable
16.1. We will usually provide you with a fixed fee or hourly rate based quotation for each specified
piece of work, such quotation will be set out in Renewal 4C1170-v4 in respect of that work. We
shall never provide a fixed fee quotation in respect of professional work to be undertaken more
than one year ahead of the date of the quotation.
16.2. 16.3. 16.4. 16.5. 16.6. 16.7. 16.8. 16.9. 16.10. 16.11. 16.12. 16.13. Unless agreed to the contrary, any estimate of our fees or a fixed fee quotation does not
include any disbursements, or the costs of any third party, which shall be added to our invoices.
Where information is provided later than agreed in the key dates schedule an additional fee
may be charged to ensure that the deadline for completion and submission of the information
is met.
Any work to be carried out beyond that in a fixed fee quotation will be charged at our normal
hourly rates, details of these are available on request. We reserve the right to increase our
hourly rates at reasonable intervals, without notice. Please contact us at any time if you
would like the current list of hourly rates.
Any fees quoted or estimated are stated exclusive of VAT, which shall be added to our invoices
if and when VAT is chargeable.
We may request from you one or more payments on account of our fees and disbursements.
Invoices for our fees will be issued to you at appropriate intervals in accordance with the
agreement and payment plan.
Our fees are due for payment within 1 days of the date of issue of the relevant invoice.
We may agree to spread payment of your fees by way of monthly payments – by standing order
or direct debit – over a period of up to one year. Any monthly standing order or direct debit
agreed between us will be calculated with the expectation that your payments will be sufficient
to settle the invoiced amount upon completion of the assignment to which the standing order
or direct debit relates. Where, during the course of an assignment, it becomes necessary to
revise the estimate of fees, we shall explain the revised estimate to you in writing, and require
you to amend the monthly standing order or direct debit accordingly.
In any situation where our fees are expected to be paid by a third party (eg by an insurance
provider in relation to an HMRC investigation), until those fees have been paid in full, you shall
remain liable for our fees.
We reserve the right to stop work on your affairs entirely where any fees due from you remain
outstanding 1 days after the issue of the relevant invoice.
We reserve the right to charge interest under the Late Payment of Commercial Debts (Interest)
Act 1998.
We also reserve the right to suspend our services or cease to act for you on giving written
notice if payment of any fee is unduly delayed. We intend to exercise these rights only where it
newal #4C1170-v4
16.14. 16.15. is reasonable and fair to do so.
In respect of a client that is not a natural person, where that client is unable or unwilling to
settle our fees, or where fees are overdue (as described above), we shall seek payment from the
natural person (or parent entity) who gave us instructions on the client's behalf, and we shall be
entitled to enforce any fees due against them.
If you do not accept that an invoiced fee is fair and reasonable you must notify us within 30
days of receipt, failing which you will be deemed to have accepted that payment is due.
17. Lien
17.1. In so far as permitted to do so by law and professional guidelines, we reserve the right to
exercise a lien over all funds, documents and records in our possession relating to all
assignments undertaken for you until all outstanding fees and disbursements are paid in full.
18. Advice
18.1. We will assist in implementing advice only where this has been agreed in writing.
18.2. Advice given is valid at the time it is given. If you are implementing plans yourself at a later date
you need to confirm that there have been no changes in any relevant facts or to laws and
regulations that will impact on the validity of the advice.
18.3. Advice given orally should not be relied upon unless confirmed in writing.
18.4. Advice given by a non-principal should not be relied upon unless confirmed in writing by a
principal.
18.5. Any advice given is for the use of the addressee of the engagement letter only. We accept no
responsibility to any party who is not a party to this agreement.
18.6. Any advice given to you should not be passed to a third party without our express permission.
19. Delivery of Our Services
19.1. You agree to provide full and accurate information necessary for us to advise in relation to your
affairs. We will rely on the information and documentation true, correct and complete, and will
not, (unless agreed otherwise in writing) audit the information or those documents. We are not
responsible for any inaccuracies in the information provided to us by you or third parties, and
our advice is based on that information.
19.2. If we ask for information to be provided to us by a specific date, we shall not be responsible for
any losses arising if you provide information after that date, for example, in relation to the
completion of tax returns, even if you provide the information prior to the filing deadline for the
return.
19.3. We strongly recommend that you instruct us sufficiently in advance so that we have time to give
properly considered advice prior to any deadline.
19.4. If you delay in providing information to us, such that we are unable to provide the agreed
services, we may seek to resign from the engagement.
19.5. You authorise us to approach such third parties as may be appropriate for information that we
consider necessary to perform the engagement
19.6. You confirm that we may contact HMRC to advise them of any errors that we consider to
be material that we identify in your reported tax affairs without your prior written
consent (although we will, of course, advise you of such action).
20. Intellectual Property Rights
20.1. We will retain all copyright in any document we prepare for you unless the law specifically
provides otherwise.
21. Internal Disputes
21.1. Our client is the business. If there is a dispute between the owners and/or managers of the
business we will continue to communicate with the Nominated Individual, but will copy in all
persons whose email details have been provided to us.
21.2. If conflicting advice, instructions or information are received from different individuals at the
client, we will refer all matters to the board of directors/partnership/LLP/spouses (as
appropriate)and will take no further action until the client has confirmed the course of action to
be taken as an entity.
22. Limitation of Liability
22.1. 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 or wilful default.
23. Exclusion of Liability Relating to Non Disclosure or
Misrepresentation Etc.
23.1. 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.
23.2. 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 beyond that which it would have been
reasonable for us to have carried out in the circumstances.
24. Limitation of Third Party Rights
24.1. 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 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.
25. Exclusion of Liability for Loss Caused by Others
25.1. We will not be liable if 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.
25.2. In particular, where we refer you to another firm for advice on matters outside the remit of our
engagement, even if connected or related to the engagement, who you then instruct directly,
we accept no responsibility in relation to the work carried out by that firm and will not be liable
for any losses caused by them.
26. Indemnity for Unauthorised Disclosure
26.1. You agree to indemnify us and our agents in respect of any claim, including but not limited to
any claim for negligence, (such indemnity to extend to all liabilities, costs, expenses, damages
and losses, including but not limited to any direct, indirect or consequential losses, loss of profit,
loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)
and including payment at our usual rates for the time spent by us in defending it, and all and
other reasonable professional and management costs and expenses) arising out of any
unauthorised disclosure of our advice and opinions, whether in writing or otherwise.
27. Limitation of Aggregate Liability
27.1. The Engagement Letter specifies an aggregate limit of liability, and that sum shall be the
maximum aggregate liability of this firm, company or LLP, its principals, partners, directors,
members, subcontractors or members, agents, consultants and employees (and of any former
principals, partners, directors, members, subcontractors agents, consultants and employees) to
all persons to whom the Engagement Letter is addressed and also to any other person that
we have agreed with you may rely on our work.
27.2. You have agreed that you will not bring any claim of a kind that is included within the
subject of the limit against any of our principals, partners, directors, members,
subcontractors, agents, consultants, subcontractors or employees on a personal basis,
or any former principals, partners, directors, members, agents, consultants,
subcontractors or employees.
28. Period of Engagement & Termination
28.1. The start date our responsibility for assignments commences will be set out in the key dates
table within the engagement letter.
28.2. Where no start date has been added in the key dates table or agreed in any other way, then the
service will commence from the start date stated in the engagement letter (June 2020) or the
date you sign and return it to us, whichever is the later. Except as stated in the engagement
letter, we will not be responsible for periods prior to the start date.
28.3. When notice is given by either party the date that our responsibility for the service ends will be
set out in the disengagement letter. (Please see ‘Disengagement' above for more details).
29. Retention of Papers
29.1. We will return documents that belong to you when the assignment is complete unless
specifically agreed with you. If we continue to hold records for you we will agree how they
should be treated when we cease to act.
30. Agreed Further Services
30.1. We will carry out such further additional services beyond those listed in the Schedules as we
may agree with you in writing. Such additional services will be subject to our usual hourly rates
and the terms of this Engagement letter and terms and conditions. Any advice given under this
clause may only be relied upon if confirmed by us in writing.