All our work will be covered by a tailored engagement letter agreeing the scope of work. This is backed up with the following terms and conditions:
1. Jurisdiction and Applicable Law
The Engagement Terms and the Services provided pursuant to them shall be governed by and interpreted in accordance with English law. The language in which this contract will be interpreted, and in which all communications will be conducted, will be English.
The Parties to these Engagement Terms irrevocably agree that the Courts of England shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the Engagement Terms and /or the Services to which they relate.
2. Money Laundering
In accordance with the Money Laundering Regulations 2007, your identity must be verified before we can act on your behalf. If the required verification is not provided we will not be able to act for you.
3. Confidentiality, publicity and reliance
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 will, however, be free to use any skill, know-how or methodologies employed in performing the Services for other clients.
Any reports, letters or other documents issued by us will be addressed to you. They are provided solely for your use and benefit and only for the purpose for which they were prepared. No report, letter or other document produced by us (in whatever form) may be reproduced, distributed, in whole or in part, without my prior written consent (save that my work may be reproduced and distributed within your organisation- and/or shown to your professional advisers on a need to know basis-solely for the purposes for which it was produced).
Neither our advice nor any of the Services provided pursuant to the Engagement are intended, either expressly or by implication, to confer any benefit on any third party and my liability to any third party is expressly disclaimed.
4. 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 my 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.
5. 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.
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.
If you do not wish to accept these risks please let me know and we will communicate by paper mail, other than where electronic submission is mandatory.
6. Fees, disbursements 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.
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 my 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.
Unless otherwise agreed to the contrary, our fees will be billed at appropriate intervals during the course of the year and will be due within 14 days of the invoice date. Discretionary interest may be charged on overdue debts at a rate of 3% per month when the invoice has been outstanding for more than 30 days. If invoices remain unpaid after 60 days and no agreement for payment has been reached, we reserve the right to refer the clients’ debt to an external debt collection agency of its choice. All costs, interest, charges, other taxes, VAT and similar items that they charge and/or that we incur as a result of such referrals will be added to the amount of the original invoice and be payable in full by the client.
In the event of a delay in payment, we reserve the right to suspend work until payment is made in full.
We are entitled to retain any money, papers or other property belonging to you that have properly come into our possession pending payment of our invoices (including third party costs and disbursements) in full irrespective of whether the property is acquired in connection with the specific matter to which fees were incurred.
8. Limitation of liability
We refer you to the cap on my liability set out within the Engagement Letter.
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 my 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 I have agreed to perform with reasonable care and skill) have been evident to me 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 my usual rates for the time that we spend in defending it.
9. 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.
10. 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 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 me 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.
11. Professional rules and statutory obligations
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the CIOT 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.