The following terms of business apply to all engagements accepted by aa Accountants Limited trading as aa Chartered Accountants. All work is carried out under these terms except where changes are expressly agreed in writing.
In these terms and conditions the terms ‘we’, ‘us’, ‘our’, ‘ours’, ‘ourselves’ ‘the company’ and ‘the firm’ refer to aa Accountants Ltd trading as aa Chartered Accountants, and the terms ‘you’, ‘your’, ‘yours’ ‘yourselves’ ‘the client(s)’ and ‘the business’ refer to any individual or entity to whom these terms and conditions apply. The terms ‘party’ and ‘parties’ refer (as appropriate) to ourselves and to anyone with whom we have entered into a contractual arrangement to which these terms and conditions apply.
1. Applicable law
a. Our engagement letter, the schedules of services, and these 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 the engagement letter and these terms of business and any matter arising from it on any basis. 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.
b. All work performed is conducted using the current legislation according to the accounting period to which it relates. We will not be responsible for the impact of future development and changes in legislation unless we have been specifically consulted in respect of any such which are known to be imminent.
c. Legislation that is retrospective in its application could impact on the advice given to you by us prior to its introduction. We will not advise on the implications of such retrospective legislation unless you specifically ask us to do so.
2. Bribery Act 2000
a. We have implemented procedures as a defence to any charge under section 7 Bribery Act 2010 and to protect our staff members from any involvement in bribery.
b. Where a client takes any action or refrains from taking any action which may be construed as offering a bribe to any director, employee, team member or other person associated with the company, whether directly or indirectly, which would enable the company to obtain or retain business or a business advantage, or seeks in any way to involve the company or any director, employee, team member or another associate in offering a bribe to obtain or retain business or a business advantage for the benefit of that client, then we reserve the right to cease acting for that client immediately.
c. If we cease to act, for this reason, this will amount to a withdrawal of instructions and our fees will be payable in accordance with clause 13(f).
3. Client Identification
a. 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 purposes and/or make searches of appropriate databases.
b. In accordance with the Proceeds of Crime Act 2002, Serious Organised Crime and Police Act 2005, and the Money Laundering Regulations 2003, 2007 and 2012, (and any amendments, additions, re-enactments, or substitutions thereto) you agree to waive your right to confidentiality to the extent of any report made, a document provided or information disclosed to the National Crime Agency (NCA) or any organisation set up for a similar purpose in addition or in substitution for this.
c. You also acknowledge that we are required to report directly to NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious that money-laundering may have occurred.
d. As a specific requirement of the Money Laundering Regulations, we may require you to produce evidence of the identity of the business and its owners and managers. This will include, for businesses, proof of appropriate registration and address and, for individuals, proof of identity and address. Copies of such records will be retained by us for a minimum period of five years after we cease to act for the business or individual.
4. Client monies
a. We will not hold money on your behalf, and therefore will not at any time be holding ‘client money’ as defined by or referred to in the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales (‘ICAEW’).
b. Fees paid by you in advance or by regular standing order for professional work to be performed and clearly identifiable as such shall be invoiced at or before the time payment is due.
5. Commencement
a. We will not commence work until you return to us a signed engagement letter or, where an extra work order has been issued, a signed copy of this order. This includes agreement provided via electronic communication.
6. Commissions or other benefits
a. 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. Where this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. As far as permitted by legislation, you consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our or their being liable to account to you for any such amounts.
7. Communications
a. Communications to a business will be directed to the person nominated as contact and we will not be liable in the event of information not being communicated to any other individual. Where we communicate by email or other electronic means, then these will be directed to the contact point notified by you. Changes to the nominated person or electronic contact must be advised to us in writing.
8. Confidentiality
a. 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 indefinitely.
b. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. We will ensure that the subcontractors will be bound by our client confidentiality terms.
c. We reserve the right, for the purpose of promotional activity, training, or for other business purposes, to mention that you are a client (unless specifically otherwise agreed in writing). As stated above we will not disclose any confidential information.
9. Conflicts of interest
a. We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with another client where this may relate to you unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. 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, and we will notify you accordingly.
b. 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. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality and management of potential conflicts referred to above.
c. Subject as set out above, where we become aware of a dispute between the parties who own or who are in some way involved in the ownership or 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 in the business without the express knowledge and permission of all parties in the business. We will continue to supply information to your normal place of business for the attention of the directors or partners or proprietors as set out in Clause 17.
10. Data protection
a. We confirm that we will comply with the provisions of the Data Protection Act 2018 when processing personal data about you, your directors, employees, and other connected individuals. 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. For the purposes of the Data Protection Act 2018, the Data Controller is AA Accountants Ltd.
11. Disengagement
a. Should we resign or be requested to resign we will issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of six months or more we may issue to your last known address a disengagement letter and cease to act for you.
12. Electronic communication
a. 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.
b. 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 will not be held responsible for damage or loss caused by viruses nor for communications that are corrupted or altered after despatch. Nor do we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially-sensitive material. These are the risks inherent in 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.
c. Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days (excluding Saturdays, Sundays, and bank or statutory holidays) after the day that the document was sent.
d. For the purposes of these terms and conditions ‘in writing’ includes email communication unless specifically excluded.
13. Fees and payment terms
a. Our fees are on a fixed basis and will be detailed in an engagement letter or extra work order with any subsequently agreed variation confirmed in writing.
b. If it is necessary to carry out work outside the scope of the engagement letter this will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records are up-to-date and completed to the stage agreed when instructions were accepted by us, in order to avoid additional costs.
c. All invoices will be issued within seven days of completing our work, or, where regular monthly or other interim payments have been agreed, as these fall due. Invoices are payable on presentation.
d. All invoices will be charged exclusive of VAT which will be added at the then-current rate. 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. Unless otherwise agreed, our fees do not include the costs of any third party, counsel or other professional fees.
e. If any invoice (including those for monthly or interim payments) remains outstanding for more than 15 days after issue, we reserve the right to cease work on all then-current matters until the outstanding invoice is settled, and may decline future instructions from you. If the invoice remains outstanding after 15 working days, we will also deal with recovery as set out under sub-clause (f) (iii) hereof.
f. Where the invoice is for an agreed interim payment for which a standing order is in force and payment is not met, we will inform you of this and the consequences will be as follows unless we receive your immediate confirmation that the arrears will be brought up to date within 5 working days and that your bank has been instructed to reinstate the standing order:
i. We shall immediately cease to carry out any work on your file until such time your arrears are paid, even if an HMRC or a governing body deadline approaches. This will mean that you may incur penalty charges to be paid by you and we will not responsible for these.
ii. If the missing payment remains outstanding 10 working days from the date of our notification, you will no longer have the option to pay on a monthly basis. Instead, we will ask that you pay any outstanding fees in full. We will cease to carry out any work on your file until such time all outstanding fees are paid.
iii. In the event that you then fail to pay the outstanding fees in full within 15 working days from the date of notification, we reserve the right to take debt recovery action either through a debt recovery agency or directly through the court without further reference to you. This step will incur administration costs of £100 plus the court fees, which will be added to our claim. We will cease to carry out any work on your file until such time your outstanding fees (plus our costs) are paid in full.
g. Where an agreed standing order is in force or an extra work order has been issued to and agreed by you in writing and you withdraw your instructions prior to our completing our work, you remain liable for one year’s fees (where the work is recurring in nature) or the whole fee (where the work is not recurring in nature) provided that, at the date of withdrawal of instructions, we have commenced the work. We intend to exercise these rights only where it is fair and reasonable to do so.
h. Where the work is of a recurring nature and at the time we accept instructions the work for the previous year has not been completed then where we agree to accept payment by monthly or other interim standing order this will be on the following conditions unless otherwise agreed:
i. The fees for the preceding year shall be paid by a maximum of four equal monthly payments or by the accounts (or tax return) filing date, whichever is the earlier
ii. Any part of the fees for the current year which is not covered by the monthly or other interim standing order payments shall be paid by the last day of that year
These measures will be exercised with the intention that at the end of any one accounting period the fees for the recurring work for that period shall have been paid in full.
i. By signing and returning to us the engagement letter to which these terms and conditions relate you thereby agree to our varying any direct debit mandate as mutually agreed between us
j. Where at the expiry of a fixed fee period we have advised you of a fee increase for a subsequent period, we shall be under no obligation to commence any work for such subsequent period until the increase has been implemented through your standing order payment. We reserve the right to charge interest on late-paid invoices at a rate and for a period equivalent to that chargeable under the Late Payment of Commercial Debts (Interest) Act 1998.
l. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 15 days of receipt, failing which you will be deemed to have accepted that payment is due. We reserve the right to require that the matter is dealt with through arbitration and that this is undertaken by the fee arbitration service provided by ICAEW for members. The level of fees charged for the arbitration service is available upon request
m. If a client company, limited liability partnership, partnership, trust, or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the directors, members, partners, trustees, parent company, or the individual(s) giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the directors, members, partners, trustees, the Group Company or individual nominated to act for you. By signing the engagement letter to which these Terms and Conditions relate, the directors of a limited company, the members of a limited liability partnership, or the partners accept personal liability for our fees
14. Implementation
a. We will only assist with the implementation of our advice if specifically instructed and agreed in writing.
15. Intellectual property rights
a. 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.
16. Interpretation
a. If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of the contract between us and you. 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.
17. Internal disputes within a client
a. 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 in the business without the express knowledge and permission of all parties in the business. Unless otherwise agreed by all parties we will continue to supply information to the registered office or normal place of business for the attention of the directors, partners, or proprietors and addressed to the person nominated as a contact in accordance with Clause 7 and, if electronic communication, to the email address or other electronic contact point notified under Clause 7. If conflicting advice, information, or instructions are received from different directors, partners, or 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 on the action to be taken.
18. Investment advice (including insurance mediation services)
a. Investment business is regulated by the Financial Services and Markets Act 2000 and the Financial Services Act 2012. If during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body, as we are not. However, as we are regulated by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. Please contact Mr Shahzad Nawaz on 01733 555667 for advice on how investment services may be obtained
b. Should you require advice on investment business which we are unable to give as we are not authorised by the Financial Conduct Authority, we can introduce you to a suitable Permitted Third Party (‘PTP’)
c. The PTP will issue you with his own terms and conditions letter will be remunerated separately for their services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000 and the Financial Services Act 2012. We will act as introducers but would be pleased to comment on, or explain any advice received and if required attend any meetings with you.
d. We will receive an introductory fee which is based on a percentage of the commission received or the fee charged by the PTP, and of which they will advise you directly. We will inform you when any introductory fee is received and agree with you on how this is to be dealt with at that time. You consent to our retaining such amounts and we shall not be required to account to you for them. We do not receive any other income from the PTP and the income received by that firm in respect of advice given to you will be advised to you by the PTP directly.
e. To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interest to sell a particular investment, and we would wish to inform you of this. We may therefore contact you in such circumstances. We shall, of course, comply with any restrictions you may wish to impose which you notify to us in writing.
19. Lien
a. 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.
b. This does not relate to:
Sales invoices
Purchase invoices
Cheque books
Paying in books
Bank statements
20. Limitation of Liability
a. We have discussed with you the extent of our liability to you in respect of the professional services described within this engagement letter. Having considered both your circumstances and our own, we have reached a mutual agreement that a fair maximum limit to our liability is represented by a sum equivalent to five times the annual fee (excluding VAT) for work of a recurring nature or five times the fee (excluding VAT) for any work carried out on an ‘ad hoc’ basis.
In reaching this agreement it is also agreed that:
i. in the event of any claim for loss or damage arising from the professional services, you have agreed that the sum or sums referred to in sub-clause (a) above represents the maximum total liability to you in respect of the firm, its principals, directors and employees and workers. This maximum total liability applies to any and all claims made on any basis and therefore includes any claims in respect of breaches of contract, tort (including negligence) or otherwise in respect of the professional services and shall also include interest;
ii. we confirm that the limit in respect of our total aggregate liability will not apply to any acts, omissions, or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its principals, directors, or employees, and workers; and
iii. you have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals, directors, employees, team members, or workers on a personal basis.
b. Where any advice is provided to you by third parties (i.e. professional advisers who are not directors, employees, or associates of aa Chartered Accountants), whether or not such third parties are introduced to you by aa Chartered Accountants, then (unless specifically stated to you to the contrary in writing) we accept no liability in respect of the advice offered to you by such party, its accuracy or appropriateness to you, and will not be responsible or liable to you for the consequences of any action taken by you or refrained from being taken or any loss suffered by you as a result of taking such advice. This applies whether or not we have been present at any meeting or been party to any advice offered whether or not we have expressed an opinion regarding such advice (save where we have offered you our professional opinion on a matter relating strictly to accountancy or taxation). You must therefore satisfy yourself by reference to the third party in question as to the terms and conditions upon which the advice is offered.
21. Limitation of third party rights
a. The advice and information we provide to you as part of our service is for your sole use and not for the use of 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 company in the same group 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.
b. If it is proposed that any documents or statements which refer to us by name or by definition are to be circulated to third parties, please consult us before issuing
22. Notification of Information
a. We will not be treated as having notice, for the purposes of our accounts and tax responsibilities, of information provided to members of the firm other than those engaged on the specific work for you (for example, the information provided in connection with accounting, taxation, payroll, VAT and other services).
23. Period of engagement and termination
a. Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter or, where applicable, an extra work order. Except as stated in that letter we will not be responsible for periods before that date.
b. Each of us may terminate our contract by giving not less than 21 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 us or HMRC with misleading information, in which case we may terminate the contract immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
c. In the event of termination of our contract, we will endeavor 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 and cessation of work.
24. Professional rules and statutory obligations
a. We will observe and act in accordance with the bylaws, regulations, and code of ethics 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 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. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/regulations.
25. The Provision of Services Regulations 2009
a. Our professional indemnity insurer is Arch Insurance Group, 5th Floor, Plantation Place South, 60 Great Tower Street, London EC3R 5 AZ. 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.
26. Quality of Service
a. We are 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 our service please contact Mr Shahzad Nawaz (Director) on 01733 555667. 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. A copy of our complaints policy and procedures is available on request
b. As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principal[s] and staff.
27. Reliance on advice
a. We 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 we 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 us in writing by a director.
b. We accept responsibility only for the advice provided to you directly in accordance with sub-clause (a). We accept no responsibility for advice that is given to a third party (including another company in the same group) and which may come into your possession unless we have specifically confirmed such advice under sub-clause (a)
28. Retention of papers
a. 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 if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows:
i. 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;
ii. Companies, Limited liability Partnerships, and other corporate entities:
6 years from the end of the accounting period;
b. Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any specific document for any longer period.
c. We have summarized below instances where documents, although retained by ourselves, will belong to you:
i. Where work is of a tax compliance nature, the entire file will be deemed to belong to you unless we have provided copies of all tax matters to you; for instance, the preparation and submission of accounts, returns, computations, and VAT returns to HM Revenue & Customs, agreement of your tax liabilities (including those following ‘in depth’ investigations)
ii. Where a report is made on your behalf to HM Revenue & Customs or any other authority in connection with an accounts investigation where we will be acting as principals, the report and supporting schedules will belong to you
iii. Where work is of a tax advisory nature, letters, reports, or documents giving the advice belong to you
iv. Where we have provided you with copies of tax documents forming your tax file, it will be your responsibility to maintain these for the required time period.
v. Where you cease to be a client we will write to your last known address at the expiry of seven years, where we hold any tax files and documents that are your property, inviting you to collect these. If such tax files and documents are not collected by you within a specified time, we will, under these Terms and Conditions, be at liberty to destroy these.
vi. If at any time whilst you remain a client, we hold any tax files and documents that are your property where the last entry was made no later than seven years previously, we will write to your last known address inviting you to collect these. If such tax files and documents are not collected by you within a specified time, we will, under these Terms and Conditions, be at liberty to destroy these.
d. All files and records which are the property of ourselves will be retained in accordance with our formal file retention and destruction policy which is available for inspection on request.
e. If you make a request to collect a file that is closed prior to the expiration of that file’s designated retention period, we will copy the file and retain the copy until the designated destruction date
f. The cost of copying a file will be borne by ourselves. Any cost payable to a storage facility to retrieve the file at your request will be payable by you prior to collecting the file
g. The above clauses relate to electronic files and records (where applicable) in the same way as paper files
29. Timetable and Guarantee
a. The services we undertake to perform for you will be carried out on a timescale to be agreed between us on an ongoing basis.
b. The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us. If you fail to supply us with the work within the originally agreed timescale and should this result in any penalty, surcharge, interest, or other loss being incurred by you, we will not accept any liability for this.
c. Provided you have supplied all information and documentation promptly as required by us in accordance with sub-clause (b), if we fail to meet a deadline agreed between us then your obligation to pay the agreed fee for that part of the work to which the deadline relates will cease and the payment made or to be made to us will be adjusted accordingly.
d. If you believe that you have other cause to be dissatisfied with the work we have performed for you, please notify us in writing immediately and at the latest within 7 days of the matter coming to your attention (or ought reasonably to have come to your attention). We will investigate and, if necessary, re-perform at our own expense within a reasonable time any work which is reasonably considered to fall short of the agreed standard. If your complaint is justified and cannot be rectified by our re-performing the work in question, then your obligation to pay us for that part of the work will cease and we will invite you to substitute such payment as you reasonably believe that part of the work to be worth.
30. Variation and Acceptance
a. These Terms and Conditions will be applicable to any work undertaken by us for which an engagement letter or extra work order is issued which refers to them. Your signature on the copy of the engagement letter (or, where applicable, extra work order) will be deemed acceptance of these Terms and Conditions in respect of the work undertaken in pursuance of that engagement letter or extra work order.
b. Any variation of these Terms and Conditions will only be effective if confirmed in writing to you and accepted by you in writing. This may be by the issue of a fresh engagement letter or otherwise.
