Terms of Business

STANDARD TERMS OF BUSINESS

The following standard terms of business apply to all engagements accepted by Sowerbutts & Co. Ltd. All work carried out is subject to these terms except where changes are expressly agreed in writing.

 

1.            PROFESSIONAL OBLIGATIONS

1.1          We will observe and act in accordance with the bye-laws and regulations of the Institute of Chartered Accountants in England & Wales (ICAEW), together with their code of ethics. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue and Customs 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.             

Professional Indemnity Insurance

1.2          In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Chartis Insurance UK Ltd, of The Chartis Building, 58 Fenchurch Street, London EC3M 4AB. 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 of America or Canada.

 

2.            INVESTMENT SERVICES

2.1          We are not authorised by the Financial Services Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorised by the Financial Services Authority.

 

3.           COMMISSIONS OR OTHER BENEFITS

3.1          In some circumstances, commissions or other benefits may become payable to us in respect of transactions we arrange for you, in which case you will be notified in writing of the amount and terms of payment. You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts.

 

4.            CLIENT MONIES

4.1          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 Institute of Chartered Accountants in England & Wales.

4.2          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 Clydesdale Bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

4.3          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 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.

4.4          In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.

 

5.            FEES

5.1          Our fees are computed on the basis of time spent on your affairs by the principals and our staff, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.

5.2          If it is necessary to carry out work outside the responsibilities outlined in this letter, we will advise you in advance. Any additional work will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.

5.3          Invoices are payable in full (including disbursements) within 30 days of the date of the invoice.

5.4          We are happy to agree to clients making arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be able to calculate the amount.

5.5          We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. We accept settlement of fees by certain credit cards.

5.6          As directors you guarantee to pay personally any fees (including disbursements) for services provided to the company that the company is unable to pay.

                This clause shall become effective in the event of a receiver or liquidator being appointed to the company or the company otherwise being wound-up.

5.7          In the event that this firm ceases to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisors. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

5.8          If you do not accept than an invoiced fee is fair and reasonable you must notify us, in writing, within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

 

6.            RETENTION OF AND ACCESS TO RECORDS

6.1          You have a legal responsibility to retain documents and records relevant to your financial affairs.  During the course of our work we may collect information from you and others relevant to your tax and financial affairs.            

We will return any original documents to you.  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 and Limited Liability Partnerships:

  • 6 years from the end of the accounting period.

6.2          Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than 7 years old, except documents we think may be of continuing significance.  You must tell us if you wish us to keep any document for any longer period.

 

7.            CONFLICTS OF INTEREST AND INDEPENDENCE

7.1          We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to 8 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.

7.2          If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the code of ethics of ICAEW which can be viewedas part of the Regulations and Guidance at www.icaew.com/regulations.

 

8.            INTERNAL DISPUTES WITHIN A CLIENT

8.1          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 normal place of business.  If conflicting advice, information or instructions are received from different principals in the business, we will refer the matter back to the business and take no further action until the business has agreed the action to be taken.       

 

9.            CONFIDENTIALITY

9.1          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.

 

10.          QUALITY CONTROL

10.1        As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or 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.

                Dealing with HM Revenue & Customs

10.2        When dealing with HM Revenue & Customs on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner.

For more information about ‘Your Charter’ for your dealings with HM Revenue & Customs, see www.hmrc.gov.uk/charter/index.htm. To the best of our abilities, we will ensure that HM Revenue & Customs meet their side of the Charter in their dealings with you.

10.3        We will take account of the steps and checks suggested by HM Revenue & Customs in their ‘Agent Toolkits’. While use of the Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the Toolkits so that, in the unlikely event that HM Revenue & Customs consider any of your tax returns with which we assist to be inaccurate, we will be able to help you demonstrate to HM Revenue & Customs that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed. To further reduce the possibility of an inaccuracy penalty, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations and for acting on any advice that we give you.

 

11.          HELP US TO GIVE YOU THE RIGHT SERVICE

11.1        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 contacting Liesl Sowerbutts on 01276 61164.

11.2        We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complain to your satisfaction you may of course take up the matter with the ICAEW.

11.3        In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:

  • your insolvency, bankruptcy or other arrangement being reached with creditors;
  • failure to pay our fees by the due dates;
  • either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

 

12.          DISENGAGEMENT

12.1        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 2 years or more, we may issue to your last known address a disengagement letter and hence cease to act.

 

13.          LIEN

13.1        Insofar as we are 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.

 

14.          APPLICABLE LAW

14.1        This engagement letter is 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 forum, or to claim that those courts do not have jurisdiction.

14.2        If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

 

15.          ELECTRONIC AND OTHER COMMUNICATION

15.1        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.

15.2        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 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.

15.3        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.

 

16.          DATA PROTECTION ACT 1998

16.1        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 you / your business / company / partnership / its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998.

 

17.          CONTRACTS (Rights of Third Parties) ACT 1999                          

17.1        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.

17.2        The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

 

18.          GENERAL LIMITATION OF LIABILITY

18.1        We will provide services as outlined in this letter with reasonable care and skill.

However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.

18.2        You will not hold us, our director and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (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 we provide to you against any of our partners or employees personally.

18.3        Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

 

19.         USE OF OUR NAME IN STATEMENTS OR DOCUMENTS ISSUED BY YOU

19.1        You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.

 

20.          DRAFT/INTERIM WORK OR ORAL ADVICE

20.1        In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally.

 

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