Leighton Tax & Consulting STANDARD TERMS AND CONDITIONS OF BUSINESS
1. Applicable Law
My engagement letter, the schedule of services and my 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 concerning this 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.
2. Client identification
As with other professional services firms, I am required to identify my clients for the purposes of the UK anti-money laundering legislation. I may request from you, and retain, such information and documentation as I require for these purposes and/or make searches of appropriate databases.
3. Client money
I will not hold money on your behalf, and any tax refunds etc will be made direct to you.
4. Commissions and other benefits
In some circumstances I may receive commissions or other benefits for introductions to other professionals or in respect of transactions that I arrange for you. If this happens I will notify you in writing of the amount and terms of payment, and receipt of any such commissions or benefits.
5. Complaints
I am committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of my service please contact me. I 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 my professional body, the Institute of Chartered Accountants in England & Wales (ICAEW).
6. Confidentiality
Communication between us is confidential and I shall take all reasonable steps to keep confidential your information, except where I am required to disclose it by law, by regulatory bodies, by my insurers or as part of an external peer review. Unless I am authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
7. Conflicts of interest
I will inform you if I become aware of any conflict of interest in my relationship with you or in my relationship with you and another client. I have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified that cannot be managed in a way that protects your interests then I regret that I will be unable to provide further services. If this arises, I will inform you promptly.
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 I will adopt those safeguards. Where possible this will be done on the basis of your informed consent. I reserve the right to act for other clients whose interests are not the same as or are averse to yours, subject to the obligations of confidentiality referred to above.
8. Data Protection
I confirm that I will comply with the provisions of the General Data Protection Regulations (GDPR) when processing personal data about you, your directors and employees and your/their family/ies (as appropriate to your circumstances).
Processing means:
• obtaining, recording or holding personal data; or
• carrying out any operation or set of operations on personal data, including collecting and storage, organising, adapting, altering, using, disclosure (by any means) or removing (by any means) from the records manual and digital.
The information I obtain, process, use and disclose will be necessary for:
• the performance of the contract
• to comply with my legal and regulatory compliance and crime prevention
• contacting you with details of other services where you have consented to me doing so
• other legitimate interests relating to protection against potential claims and disciplinary action against me.
This includes, but is not limited to, purposes such as updating and enhancing my client records, analysis for management purposes and statutory returns.
In regard to my professional obligations I am a member firm of the ICAEW. Under the ethical and regulatory rules of the ICAEW I am required to allow access to client files and records for the purpose of maintaining my membership of this body.
Further details on the processing of data are contained in my privacy notice, which should be read alongside these terms and conditions. The privacy notice can be viewed at https://www.richardleighton.co.uk
9. Disengagement
Should I resign or be requested to resign I will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Should I have no contact with you for a period of one year or more I may issue to your last known address a disengagement letter and thereafter cease to act.
10. Electronic and other communication
Unless you instruct me otherwise I 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.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. I 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 I cannot be held responsible for damage or loss caused by viruses nor for communications that are corrupted or altered after despatch. Nor can I 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 agree to bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let me know and I will communicate by paper mail, other than where electronic submission is mandatory.
Any communication sent through the post system by me is deemed to arrive at your postal address two working days after the day that the document was sent.
11. Fees and payment terms
My fees do not solely depend on the amount of time spent on your affairs. Levels of skill, responsibility, importance and value are also factors, as well as the level of risk.
If I provide you with an estimate of our fees for any specific work, then that estimate will not be contractually binding unless I explicitly state that will be the case.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax 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 insurance was arranged through me, you will need to advise me of any such insurance cover that you have. You will remain liable for my fees regardless of whether all or part are liable to be paid by your insurers.
I will bill on completion of specific elements of my services such as payroll, VAT returns, tax returns and accounts and my invoices will be due for payment within 30 days of issue. My fees are exclusive of VAT, as I am not currently VAT registered. VAT will be added if I am required to register for VAT. Any disbursements I incur on your behalf and expenses incurred in the course of carrying out my work for you will be added to my invoices where appropriate.
Unless otherwise agreed to the contrary my fees do not include the costs of any third party, counsel or other professional fees.
I reserve the right to charge interest on late paid invoices at the rate of 3% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. I also reserve the right to suspend my services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. I intend to exercise these rights only where it is fair and reasonable to do so.
If you do not accept that an invoiced fee is fair and reasonable you must notify me within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.
In the case of a dispute over the level of fees charged I reserve the right to require that the matter is dealt with through arbitration. I recommend that arbitration is undertaken by the fee arbitration service provided by the ICAEW for its members. The fee arbitrator will be appointed by the ICAEW’s President and the fee will be as negotiated with the arbitrator.
12. Implementation
I will only assist with implementation of my advice if specifically instructed and agreed in writing.
13. Intellectual property rights
I will retain all copyright in any document prepared by me during the course of carrying out the engagement, save where the law specifically provides otherwise.
14. Interpretation
If any provision of these terms and conditions, the engagement letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.
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.
15. Internal disputes within a client
If I 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 my client is the business and I would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties I will continue to supply information to the normal place of business for the attention of the owner, directors or proprietors. If conflicting advice, information or instructions are received from different directors or principals in the business, I 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.
16. Investment advice (including insurance mediation services)
Investment business is regulated under the Financial Services and Markets Act 2000.
If, during the provision of professional services to you, you need advice on investments, including insurances, I may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body, as I am not.
17. Lien
Insofar as I am permitted to do so by law or professional guidelines, I reserve the right to exercise a lien over all funds, documents and records in my possession relating to all engagements for you, until all outstanding fees and disbursements are paid in full.
18. Limitation of liability
I will provide my services with reasonable care and skill. My liability to you is limited to losses, damages, costs and expenses directly caused by my negligence or wilful default.
Exclusion of liability for loss caused by others
I will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to me of incomplete, misleading or false information or if they are caused by a failure to act on my advice or a failure to provide me with relevant information.
Exclusion of liability in relation to circumstances beyond my control
I will not be liable to you for any delay or failure to perform my obligations under this engagement letter if the delay or failure is caused by circumstances outside my reasonable control.
Exclusion of liability relating to the discovery of fraud etc.
I will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service I am providing is withheld or concealed from me or misrepresented to me. 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, beyond that which it would have been reasonable for me to have carried out in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify me and my 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 my 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 I spend in defending it.
19. Limitation of Third-Party rights
The advice and information I provide to you as part of my service is for your sole use and not for any third party to whom you may communicate it unless I have expressly agreed in the engagement letter that a specified third party may rely on my work. I 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 my 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.
20. Period of engagement and termination
Unless otherwise agreed in the engagement covering letter, my work will begin when I receive your implicit or explicit acceptance of that letter. Except as stated in that letter I will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 21 days notice in writing to the other party, except where you fail to cooperate with me or I have reason to believe that you have provided me or HMRC with misleading information, in which case I may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either party prior to termination.
In the event of termination of this contract, I will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless I am required for legal or regulatory reasons to cease work immediately. In that event, I shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
21. Professional rules and statutory obligations
I will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the ICAEW and will accept instructions to act for you on this basis. In particular you give me the authority to correct errors made by HMRC where I become aware of them. I will not be liable for any loss, damage or cost arising from my compliance with statutory or regulatory obligations. Copies of these requirements can be found at : icaew.com/en/membership/regulations-standards-and-guidance. or my office.
22. Reliance on advice
I will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if I provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by me in writing.
23. Retention of papers
You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of my work I may collect information from you and others relevant to your tax affairs. I 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: five years and ten months after the end of the tax year
- otherwise: 22 months after the end of the tax year
Companies, LLPs and other corporate entities:
- six years from the end of the accounting period
Whilst certain documents may legally belong to you, I may destroy correspondence and other papers that I store, electronically or otherwise, which are more than seven years old. You must tell me if you require the return or retention of any specific documents for a longer period.
24. The Provision of Services Regulations 2009 (‘Services Directive’)
In accordance with my professional body rules, I am required to hold professional indemnity insurance. My professional indemnity insurer is Zurich Insurance Plc, of 70 Market Lane, London, EC3R 7NQ. 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 or Canada.
9 November 2018
Richard Leighton
Leighton Tax & Consulting
