These Terms of Business set out the terms on which we are to act for you and should be read in conjunction with our current letter of engagement. All work is carried out under these terms except where changes are expressly agreed in writing.
1 PROFESSIONAL RULES AND PRACTICE GUIDELINES
2 CONFLICTS OF INTEREST, INDEPENDENCE AND CONFIDENTIALITY
3 OTHER SERVICES
4 QUALITY CONTROL
5 DATA PROTECTION
6 LIMITATION OF THIRD PARTY RIGHTS
7 LIMITATION OF LIABILITY
8 APPLICABLE LAW
9 FEES AND COMMISSIONS
10 HELP US TO GIVE YOU THE RIGHT SERVICE
11 RETENTION OF AND ACCESS TO RECORDS
12 ELECTRONIC AND OTHER COMMUNICATION
13 PROVISION OF SERVICES REGULATIONS 2009
14 CLIENTS’ MONEY REGULATIONS
15 CLIENT IDENTIFICATION AND DUE DILIGENCE
16 INTELLECTUAL PROPERTY RIGHTS
17 TERMINATION OF AGREEMENT
1. PROFESSIONAL RULES AND PRACTICE GUIDELINES
1.1 We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the International Association of Bookkeepers (IAB). We will accept instructions to act for you on the basis that we will act in accordance with those guidelines.
1.2 You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted, in order that we may assist you to make a voluntary disclosure.
1.3 In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning that breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. The requirements are also available online at https://www.iab.org.uk/code-of-conduct-for-members/
2. CONFLICTS OF INTEREST, INDEPENDENCE AND CONFIDENTIALITY
2.1 You agree that we may reserve the right to act during this engagement for other clients whose interests are or may be adverse to yours, subject of course to the obligations of confidentiality referred to below. We confirm that we will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you. 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.
2.2 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.
2.3 If we become aware of a dispute between the parties who own or are in some way involved in the ownership and / or management of the entity, it should be noted that the addressee of our letter of engagement is our client (for example, the company / LLP / charity / trust / pension scheme / club / partnership / sole trader) 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 registered office/normal place of business for which we send correspondence for the attention of the directors/proprietors of the entity. If conflicting advice, information or instructions are received from different members of management, we will refer the matter back to those charged with governance of the entity and take no further action until they have agreed the action to be taken.
2.4 We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements (such as by our insurers, or part of an external peer review) applicable to our engagement. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
2.5 You agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith think fit to preserve confidential information both during and after the termination of this engagement.
2.6 You hereby explicitly acknowledge and consent that we may make use of cloud computing services to store Personal Information and other data relating to you. We will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) to protect this Personal Information and other data from unauthorised disclosure. You, however, acknowledge and agree that it is impossible for us to guarantee the security of the Personal Information and other data with absolute certainty and that the use of cloud computing services may therefore entail certain risks. We shall only be responsible if it has finally judicially been determined that we did not take commercially reasonable measures to protect the Personal Information and other data from unauthorised disclosure.
3. OTHER SERVICES
3.1 If your question or issue requires additional research and analysis beyond the services agreed in this contract, any additional work will be quoted to you before the commencement of said additional work. Once the scope of the additional work is agreed upon, we will issue a Change of Service Request, and will ask you to sign the new agreement before we commence the new work.
4. QUALITY CONTROL
4.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality control review. Our reviewers are highly experienced and professional people and, of course, are bound by the same requirements for confidentiality as our principals and staff.
5. DATA PROTECTION
5.1 In this clause, the following definitions shall apply:
- ‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
- ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including Privacy and Electronic Communications Regulations (PECR), the General Data Protection Regulation (GDPR) and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
- ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;
5.2 We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
5.3 You shall only disclose client personal data to us where:
(i) you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at https://www.jycaccountants.co.uk/privacy-policy for this purpose);
(ii) you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
(iii)you have complied with the necessary requirements under the data protection legislation to enable you to do so.
5.4 Should you require any further details regarding our treatment of personal data, please contact our Data Protection Point of Contact Julia Yingchun Zhu.
5.5 We shall only process the client personal data:
(i) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
(ii) in order to comply with our legal or regulatory obligations; and
(iii) where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at https://www.jycaccountants.co.uk/privacy-policy) contains further details as to how we may process client personal data.
5.6 For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.
5.7 We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.
5.8 In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
(i) 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 our processing of their personal data;
(ii) we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
(iii) we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.
5.9 Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.
6. LIMITATION OF THIRD PARTY RIGHTS
6.1 A person who is not party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.
6.2 The advice, which we give you, is for your sole use and does not constitute advice to any third party to whom you may communicate it unless we have expressly agreed in the letter of engagement that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the letter of engagement is not addressed for any aspect of our professional services or work that is made available to them.
7. LIMITATION OF LIABILITY
7.1 We will provide our professional services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence, wilful default or breach of contract. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or yours or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or any public sector body (such as HMRC). Further, we will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control. Subject to clause 7.2 below, our liability to you shall be limited as set out in our engagement or other client letter.
7.2 You agree to hold harmless and indemnify us, our principals, subcontractors and staff, 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 principals or staff personally.
7.3 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.
7.4 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. You agree to indemnify us 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 and our legal fees on an indemnity basis.
7.5 The liability of JYC Bookkeeping and Accounting Services under or in connection with this engagement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise in respect of any claim or series of claims shall not exceed the amount, if any, recoverable by JYC Bookkeeping and Accounting Services by way of indemnity against the claim or claims in question under professional indemnity insurance taken out by JYC Bookkeeping and Accounting Services and in force at the time that the claims or (if earlier) circumstances are notified to the insurers in question.
7.6 We will not accept responsibility if you act on advice given by us on an earlier occasion 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), practice or public policy that are first published after the date on which the advice is given.
8. APPLICABLE LAW
8.1 These Terms of Business, in conjunction with any additional letters of engagement shall be governed by, and construed in accordance with, the law and practice of England and Wales. Each party agrees that the Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms of Business in conjunction with any letter of engagement 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 inappropriate forum, or to claim that those Courts do not have jurisdiction.
9. FEES AND COMMISSIONS
9.1 Our fees are based upon the degree of responsibility and skill involved, the importance and value of the advice that we provide, the level of risk, and the time necessarily occupied on the work.
9.2 If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that this will be the case. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
9.3 We may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
9.4Fees are charged separately for each of the main classes of work we perform for you and will be billed at appropriate intervals during the course of the year. 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.
9.5 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. You will need to 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.
9.6 If it is necessary to carry out work outside the responsibilities agreed with you for each service, we will advise you in advance. Any additional work will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.
9.7 Invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. 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.
9.8 It is our normal practice to request that clients make arrangements to pay their fee on a monthly standing order or Direct Debit. These payments will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing year. Once we have been able to assess the fees for any specific work we would be grateful if you would agree to pay an amount to us on a regular basis.
9.9 If paying by Direct Debit, please note that we have appointed the BACS Approved Direct Debit Bureau, GoCardless Ltd to collect your payments. GoCardless (Ref. JYCBKKG) will be shown on your bank statement for these direct debit payments.
9.10 We reserve the right to charge interest on overdue accounts at the current rate under the late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting for you on giving written notice if payment of any fees billed is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
9.11 If a client company, LLP, trust, or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent entity) giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the group, entity or individual nominated to act for you.
9.12 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.
9.13 In some circumstances commissions or other benefits may become payable to us, or to one of our associates in respect of introductions to other professionals or transactions which we or such associates arrange for you. If this happens, you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. The same applies where the payment is made to or the transactions are arranged by a person or business connected with ours.
9.14 If it becomes necessary for us to liaise with, or make a report to a regulator or public sector body, as a result of any statutory duty imposed upon us by legislation or other regulation, including after our engagement has ended, we reserve the right to charge for work undertaken in accordance with these reporting duties.
9.15 If, for any reason it becomes necessary for us to withdraw from the engagement, our fees for work performed up to that date will be payable by you.
10. HELP US TO GIVE YOU THE RIGHT SERVICE
10.1 We are committed to providing you with a high quality of service which is both efficient and effective at all times. If at any time you would like to discuss with us how our service to you could be improved or if you are concerned with the service which you are receiving please let us know.
10.2 We undertake to consider any comments carefully and promptly and to do all we can to explain the position to you. We undertake to do everything reasonable to resolve any problems and if you are still not satisfied you may refer your complaint to our professional body – IAB. Details of this procedure can be found on the websites of the above professional bodies. Please note that the professional bodies may not intervene in disputes relating to fees.
11. RETENTION OF AND ACCESS TO RECORDS
11.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we will collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you following the completion of the assignment. Documents and records relevant to your affairs are required by law to generally be retained six years from the end of the accounting period.
11.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store, which are more than ten years old, other than documents which we consider to be of continued significance. If you require retention of any documents for any longer period, you must notify us of that fact in writing.
12. ELECTRONIC AND OTHER COMMUNICATION
12.1 Electronic communications are capable of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties 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 e-mail without obtaining written confirmation of it. As electronic communication is not totally secure, we do not accept responsibility for any errors or problems that may arise through the use of electronic communications and all risk connected with sending sensitive information relating to the entity are borne by you. If you do not agree to accept this risk (which will achieve greater efficiency and lower costs), you should notify us in writing that e-mail is not an acceptable means of communication, and we will communicate by paper mail, other than where electronic submission is mandatory.
12.2 It is the responsibility of the recipient to carry out a virus check on any e-mails and attachments received. However, we do use applications with virus-scanning feature to reduce the risk of viruses and similar damaging items being transmitted through e-mails or electronic storage devices.
12.3 Any communication by us with you sent through the United Kingdom postal system is deemed to arrive at your postal address two working days after the day that the document was sent.
13. PROVISION OF SERVICES REGULATIONS 2009
13.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is R K Henshall & Co Ltd, of The Grove, Mill Lane, Wheelock, Sandbach, Cheshire, CW11 4RD. The territorial coverage is England, Scotland, Wales, Northern Ireland, the Channel Islands and the Isle of Man.
14. CLIENTS’ MONEY REGULATIONS
14.1 We may, from time to time, hold money on your behalf. This money will always be held in a separate client bank account. If compelled by law, we may refuse a request for money to be transferred from a client bank account to you. We will not claim fees owed from any money held in a client bank account. Unless you have given permission in writing for us to do so.
15. CLIENT IDENTIFICATION AND DUE DILIGENCE
15.1 As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. Save for exceptional circumstances, we cannot start work until this requirement has been met. Our customer due diligence process will require us to have access to government issued photo identification documents and two forms of proof of address (normally bank statements or utility bills dated within the last three months). This process will also require us to make searches of appropriate databases including ID verification software.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 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.
17. TERMINATION OF AGREEMENT
17.1 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 us 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.
17.2 In the event of termination of this contract, we will endeavour 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.
17.3 If you engage us for a one-off piece of work (for example, bookkeeping and accounting work for a project), the engagement ceases as soon as that work is completed. The date of completion of the work is taken to be the termination date.
17.4 Where recurring work is provided, the engagement ceases on the relevant date in relation to the termination as set out above. Unless immediate termination applies, in practice this means that the relevant termination date is:
• 21 days after the date of notice of termination or
• a later agreed date
17.5 We owe you no duties beyond the date of termination and will not undertake any further work.
18.1 Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. This will also assist in ensuring an efficient handover between professional advisers. Should we have no contact with you for a period of one year or more we may issue to your last known address a disengagement letter and hence cease to act.
19.1 If any provision of our letter of engagement, schedules of services or terms of business 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.
19.2 In the event of any conflict between these terms of business and the letter of engagement or appendices, the relevant provision in the letter of engagement or schedules will take precedence.