Standard Terms of Business
The following standard terms of business apply to all engagements accepted by AccountsPro. All work carried out is subject to these terms except where changes are expressly agreed in writing.
1. Applicable Law
1.1 Our engagement letter shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter (including the firm’s terms of business) and any matter arising from it. Each party irrevocably waives any right it may have to object to an 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.
1.2 Persons who are not a 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.
1.3 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.
2. Quality of Service
2.1 We aim to provide you with a fully satisfactory service and 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 complaint to your satisfaction you may of course take up the matter with the Association of Chartered Certified Accounts.
3.1 Our fees are computed on the basis of the time spent on your affairs on the levels of skill, urgency and responsibility involved. Unless otherwise agreed, our fees will be charged and invoiced as set out in our Letter of Engagement and will be due on presentation. In the unlikely event of non- payment of our invoices, we reserve the right to recover the sums due to us through legal proceedings.
3.2 If a fixed fee has been specified for any service we have agreed to provide, the fee shall be based on:
- The assumption that the information you are o provide wil be provided within such timescale as we have specified to you; and
- The assumption that the information shall be complete and accurate.
In the event that the above requirements are not met, we reserve the right to increase the fixed fee by such amount as shall reflect such factors as our additional time of working and prioritizing work to meet filing and other deadlines. Fee increases in these circumstances might be equal to or exceed the original fixed fee quote.
3.3 Invoices are submitted by Accounts Pro for the work that is performed. Payment is due to Accounts Pro from the date of the invoice. Accounts Pro has the statutory right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 if the invoice is not paid according to the agreed credit terms. The rate of interest is the Bank of England’s base rate plus 8%. In addition, the Act provides the right to charge reasonable debt-recovery costs.
3.4 If your invoices are not paid by the due date, we reserve the right to cease work on your affairs. In this instance, any subsequent interest or penalties you incur from the Government agencies are your responsibility.
3.5 Accounts Pro reserve the right to stop work without notice on any arrangement on which we have instructions from you where there are unpaid invoices. We are entitled to keep all your papers and documents while there are unpaid invoices.
3.6 Under Section 11 of the Fraud Act 2006, it is a criminal offense to engage our services and then not to pay for them. The offense is punishable by either a maximum of 5 years imprisonment or a fine (or both).
3.7 Accounts Pro will archive documents relating to any work carried out under the letter of engagement for 7 years from the date of our final bill to you for the relevant work, after which time the file will be destroyed. We may be obliged to make a small charge to you if you request that we retrieve documents from archives.
3.8 In the event that a company that enters into an engagement with us does not pay our fees, any person acting as either a director, company secretary, shadow director, or shareholder at any time whatsoever will be jointly and severally liable for our fees and any interest accrued thereon.
4.1 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.
4.2 You will not hold us, or 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.
4.3 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.
5. Retention of and Access to Records
5.1 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 completion of our work. You should retain them for 5 years from the 31 January following the end of the tax year. This period may be extended if HM Revenue and Customs enquire into your tax return.
5.2 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, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.
6. Electronic Communication
6.1 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 email 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 email is not an acceptable means of communication.
6.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
7. Data Protection
7.5 In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:
7.5.1 Process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;
7.5.2 Disclose and transfer the client personal data to members of our firm’s network, our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;
7.5.3 Disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;
7.5.4 Maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.
Maintain written records of our processing activities performed on your behalf which shall include:
- the categories of processing activities performed;
- details of any cross-border data transfers outside of the European Economic Area (EEA); and
- a general description of security measures implemented in respect of the client personal data;
7.5.5 Return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;
7.5.6 Ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;
7.5.8 Notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this section;
7.5.9 Where we transfer the client personal data to a country or territory outside the EEA to do so in accordance with data protection legislation;
7.5.10 Notify you promptly if:
- We receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of the client personal data; or
- We are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Office);
7.5.11 Notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data;
7.5.12 At your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws.
7.6 Without prejudice to the generality of clause 7.1, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.
7.7 The following details are also required by Article 28(3) of the GDPR:
7.7.1Subject matter and duration of the processing of client personal data
The subject matter and duration of the processing of the client personal data are set out in the engagement letter between us and, where relevant, relate to provision of payroll services.
7.7.2 The nature and purpose of the processing of client personal data
The processing of client personal data is in order to calculate payroll and deductions and arrange payments to HMRC and the employees of your business and its subsidiaries if relevant.
7.7.3 The types of client personal data to be processed
Personal Data:• Full name• Date of birth• Home address• National Insurance number• Tax code• Salary• Benefits in kind
7.7.4 The categories of data subject to whom the client personal data relates
The client personal data relates to employees your business and its subsidiaries if relevant.
8.1 Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our insurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.
8.2 We may subcontract our work to other professionals within the sector. Any subcontractors are also bound by our client confidentiality terms.
9. Professional Rules and Practice Guidelines
9.1 We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the Association of Chartered Accountants and 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.
10. Conflicts of Interest
10.1 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 our confidentiality clause, we confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the business.
10.2 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.
11. The Proceeds of Crime Act 2002 and The Money Laundering Regulations 2007
11.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:
- Maintain identification procedures for clients and beneficial owners of clients;
- Maintain records of identification evidence and the work undertaken for the client; and
- Report, in accordance with the relevant legislation and regulations.
11.2 We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that another person is 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.
11.3 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include such crimes as:
- deliberate tax evasion;
- deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
- fraudulent claiming of benefits or grants; or
- obtaining a contract through bribery.
Clearly this list is by no means exhaustive
11.4 We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.
11.5 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 Consultative Committee of Accountancy Bodies.
12.1 Our employees have the right to work in a safe environment without threats or harassment from our clients. If you threaten, abuse or harass our employees we reserve the right to immediately cease work on your affairs and to charge you for the work that we have carried out so far. We may also levy a charge to handover information to your new accountants.
13. Timing of our Services
13.1 If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. However, failure to complete our services prior to such regulatory deadlines would not, of itself, mean that we are liable for any penalty or additional costs arising.
14. Trading style
15.1 Accounts Pro is the trading style of Netofa Limited, company number 12794575.
15. Use of our Name in Statements or Documents Issued by You.
15.1 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.
15.2 The copyright in any document prepared by us belongs to us in entirety unless the law specifically provides otherwise.
16.1 If there is a conflict between an engagement letter schedule and these terms of business then the engagement letter takes precedence.
16.2 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.
16.3 You will not hold us, the owners of this firm and any staff employed by the firm, 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 the principals or employees personally.
16.4 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.
16.5 If any provision of this engagement letter or terms of business or its application is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provision and its application shall not in any way be affected or impaired.
16.6 Advice we give you orally should not be relied upon unless we confirm it in writing. We endeavour to record all advice on important matters in writing. However, if you particularly wish to rely upon oral advice we give you during a telephone conversation or a meeting, you must ask for the advice to be confirmed in writing.
16.7 We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances. We will accept no liability for losses arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given.
16.8 Unless specifically instructed and agreed in advance we will not assist with the implementation of our advice.
17. Force Majeure
17.1 We shall not be liable to you if we are unable to perform our services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as reasonably practicable.
19. Termination of our Agreement
18.1 Either party to these terms of engagement may terminate the agreement by giving not less than 21 days notice in writing to the other party. We may, however, terminate our agreement immediately where you fail to cooperate with us, or we have reason to believe that you have provided us or HMRC with misleading information. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
18.2 Should our contract be terminated, we will endeavour to agree with you the arrangements for the completion of work in progress at that time. We may, however, be 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.