TERMS OF BUSINESS

 

In these terms, reference to “we”, “us” or “our” shall mean Allen Sykes Limited, Company Registration Number 02219552 of 5 Henson Close, South Church Enterprise Park, Bishop Auckland, Co Durham DL14 6WA.

 

1. Applicable Law

 

Our engagement letter, the schedule of services and our standard terms and conditions of business are governed by and should be construed in accordance with English law.  Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference of opinion concerning the engagement letter and any matter arising from it.  Each party irrevocably waives any right 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.

 

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 light of any change in the law or in your circumstances. We will accept no liability for the losses arising from changes in the law, or the interpretation thereof, that occur after the advice was given.

 

2. Client identification

 

As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation.  We may request from you, and retain, such information and documentation as we require for these lawful 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 your engagement. 

 

If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.

 

Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer of Funds (information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless the use of the data is permitted by or under enactment other than MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

 

3. Client money

 

We may from time to time hold client 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 ICAEW’s Clients’ Money Regulations.

 

In order 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 would be in excess of £25. Subject to any tax legislation, interest will be paid gross.

We will promptly return all monies held on your behalf as soon as there in no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed, and the client to which they relate has remained untraced for five years, or we cease as a practice, we may pay those monies to a registered charity.

 

4. Commissions and other benefits

 

In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. If this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fee you would pay will not be reduced by the amount of the commissions or benefits.

 

5. Complaints 

 

We are committed to providing you with a high-quality service that is both efficient and effective.  However, should there be any cause for complaints in relation to any aspect of our service please contact Mrs Beverley Wood or Mr James Ferdinand.  We agree to look into any complaint carefully and promptly and do everything reasonable to put it right.  If you are still not satisfied you can refer your complaint to our professional body, the Institute of Chartered Accountants in England and Wales.

 

6. Confidentiality

 

Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.

 

You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you both during this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information. 

 

In addition, if we act for other clients whose interests are or may be averse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

 

You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality terms.

 

We may utilise the services of various third parties to assist in the work undertaken and we may make available to them confidential client information as necessary.  Third parties may include organisations based locally and/or overseas. All or any specialist third parties involved in your affairs will be bound by our client confidentiality terms. 

 

Where we use external or cloud-based systems we will ensure confidentiality of your information is maintained. 

 

This applies in addition to our obligations on data protection in section 8.

 

Unless you inform us otherwise, we will presume the right, for the purpose of training or for other business purpose, to mention the fact that you are a client.  As stated above we will not disclose any confidential information.

 

7. Conflicts of interest

 

We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client unless we are unable to do so because of our confidentiality obligations.  Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

 

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.  Where possible this will be done on the basis of your informed consent.

 

During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with, or be adverse to, yours subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

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8. Data Protection

 

We confirm that we will comply with the provisions of the General Data Protection Regulations when processing personal data about you, your family, directors and employees.  In order to carry out the services under our engagement letter and for related purposes such as updating and enhancing our 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. Full details of data usage and your rights and are in the Privacy Statement available separately on our website. 

 

9. Electronic communication and Online filing requirements

 

Unless you instruct us otherwise we may communicate with you and undertake online filing of documents with third parties on your behalf by electronic means.  Recipients are responsible for virus checking emails and any attachments.

 

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 electronic data.  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.  If you do not wish to communicate by electronic means please let us know and we will communicate by paper mail, other than where electronic submission is mandatory. 

 

10. Fees 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.  

 

If we provide you with an estimate of our fees for any specific work, then the estimate will be an approximation rather than a contractually binding amount. 

 

In some cases, you may be entitled to assistance with your professional fees in relation to an investigation into your affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body.  Other than where such cover was arranged by or through ourselves you must advise us of any such insurance cover that you have.  You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers. 

 

Our invoices are due for payment upon presentation.  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 our work for you will be added to our invoices where appropriate. 

 

We reserve the right to charge interest on late paid invoices at the lower of £50 or the current rate under the late payment of commercial debts (interest) act 1988. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where an invoice remains unpaid for more than 60 days from date of issue.

 

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

 

If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due. 

 

11. Intellectual property rights

 

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.

 

You are not permitted to use our name in any statement or document 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 made public.

 

12.  Interpretation 

 

If any provision of the engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

 

13.  Internal disputes within a client

 

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 for the attention of the directors or proprietors.  If conflicting advice, information or instructions are received from different principals in the business we will refer the matter back to the board of directors or the partnership and take no further action until the board or partnership has agreed the action to be taken.

 

14.  Investment advice 

 

Investment business is regulated under the Financial Services and Markets Act 2000.

 

If during the provision of services to you, you need advice on regulated investments, pensions or life assurance, we can refer you to someone who is authorised by the Financial Conduct Authority as we are not.

 

15.  Lien

 

Insofar as we are permitted to 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.

 

16.  Limitation of liability

 

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.  

 

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 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.

 

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.  

 

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 our usual rates for the time that we spend in defending it.

 

 

17.  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 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.

 

18.  Period of engagement and termination

 

Unless otherwise agreed in the engagement 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 7 days’ notice in writing to the other party except where you fail to pay outstanding fees, 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. 

 

In the event of termination of this agreement, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.  

 

We reserve the right to terminate the engagement between us with immediate effect in the event of your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

 

In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of the work in progress at the time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we will not be required to carry out further work and shall not be responsible or liable for any consequences arising in termination.

 

19.  Professional rules and statutory obligations 

 

We will observe and act in accordance with the byelaw, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and will accept instructions to act for you on this basis.  In particular you give us the authority to correct errors made by HM Revenue & 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.  You can see copies of these requirements at www.icaew.com/membershandbook.

 

 

20. Quality Control
 

As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and staff.

When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure returns are correct. To enable us to do this, you are required to be honest with us and provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for dealing with HMRC visit www.gov.uk/government/publications/hmrc-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.
 

21.  Reliance on advice
 

Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during a course of a meeting or telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed in writing. Advice is valid as at the date it was given.
 

22.  Retention of papers

 

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 financial and tax affairs.  We will return any original documents to you if requested.  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:

 

• 6 years from the end of the accounting period.

 

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, except documents we think may be of continuing significance. You must tell us if you require the return or retention of any specific documents for a longer period.  

 

23.  Money Laundering

 

In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act and the Money Laundering Regulations to:

 

• maintain identification procedures for all new clients;

• maintain records of identification evidence obtained, and

• report, in accordance with the relevant legislation and regulations.

                                                                      

 

Duties under the Proceeds of Crime Act (POCA), Bribery Act and Criminal Finances Act are imposed upon us to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering or other criminal acts. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion constitutes a criminal offence.

 

The offence of money laundering is defined in the POCA and includes concealing, converting, using or processing 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 benefit. 

 

The law obliges us to report any suspicion of money laundering to NCA without your knowledge or consent.  We may commit a criminal offence of tipping off if we were to inform you that a report had been made.  As a result, neither the firm’s principals nor staff may enter into any correspondence or discussion with you regarding such matters. 

 

We are not obliged to undertake work for the sole purpose of identifying suspicions of money laundering.  

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24.  Professional Indemnity Insurance
 

In accordance with Institute of Chartered Accountants in England and Wales requirements we hold professional indemnity insurance. Details about the insurer and coverage can be found on our website. The territorial coverage is worldwide excluding professional business carried out from an office in the USA or Canada.

 

25.  Timing of our services
 

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 to meet regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.