Standard Terms and Conditions of Business
The following standard terms of business (revised June 2017) apply to all engagements accepted by Halsey & Co (Accountants) Ltd. All work carried out is subject to these terms except where changes are expressly agreed in writing.
1 Professional obligations
1.1 We will observe the Byelaws, regulations and ethical guidelines of The Association of Chartered Certified Accountants and accept instructions to act for you on the basis that we will act in accordance with those guidelines. Copies of these requirements are available for inspection in our offices.
1.2 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 applicable to this engagement.
1.3 We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.
2 Investment services
2.1 Although we are not authorised by the Financial Services Authority (FSA) to conduct investment business, we are licensed by The Association of Chartered Certified Accountants to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.
2.2 In particular, we may:
- advise you on investments generally, but not recommend a particular investment or type of investment;
- refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FSA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000;
- advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
- advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
- assist you in making arrangements for transactions in investments in certain circumstances, and
- manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.
2.3 We may also, on the understanding that the shares or other securities of the company are not publicly traded:
- advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations;
- arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
- arrange for the issue of new shares, and
- act us the addressee to receive confirmation of acceptance of offer documents etc.
2.4 The firm may receive commission from any introduction to a PTP in connection with the above, in which case you will he fully informed of the expected size and nature of such commission at the time of the introduction. Such commission will he held in our clients’ account until we receive instructions from you as to how it should be treated. In the event of no such instructions being received, we may use such monies against any fees that have been outstanding for 30 days or more and concerning which you are not in dispute with us.
2.5 We may also request that you allow us to retain such commissions to cover our costs in connection with the above, but permission will be sought separately from you in these circumstances. If you are dissatisfied in any way about our services described in this section, you should follow the procedures set out in the ‘Help us to give you the right service’ section of this letter and, in the unlikely event that we cannot meet our liabilities to you, you may he able to claim compensation under the Chartered Accountants Compensation Scheme.
2.6 We are not authorised by the Financial Services Authority. However, we are included on the Register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by The Association of Chartered Certified Accountants. The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register.
2.7 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 he in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances, but would only do so in our normal office hours of 9am to 5pm. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.
3 Commissions or other benefits.
3.1 In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of transactions we or such associates arrange for you, in which case you will be notified in writing of the amount and terms of payment. The fees that would otherwise be payable by you as described above will not be abated by such amounts. 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.
4 Client monies
4.1 We may, from time to time, hold 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 the Clients’ Money Regulations of The Association of Chartered Certified Accountants.
4.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf for the period applicable would exceed £25. Any such interest would be calculated using the prevailing rate applied by Barclays Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to tax legislation, interest will be paid gross.
4.3 If the total sum of money held on your behalf exceeds f10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
4.4 Where monies are held on behalf of a client, and that client owes this firm fees, you agree that we reserve the right to exercise a fee offset of those monies to settle unpaid fees to the fullest extent that the client monies allow. This includes company monies which may be used to settle fee liabilities owed by a director, and where we hold monies on behalf of a company director who has signed a letter of engagement, you agree that such monies may be used to settle the company’s unpaid fees.
5 Fees
5.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff and subcontractors, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.
5.2 If it is necessary to carry out work outside the responsibilities outlined in this letter it 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.
5.3 Invoices are payable in full (including disbursements) before any report is signed and the financial statements are made available for filing. Queries regarding invoices will only be considered up to 30 days beyond the date of issue.
5.4 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order or Direct Debit. These standing orders will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis. Where clients do not opt to sign up for Direct Debit or pay a regular instalment via standing order, we reserve the right to increase our fees by 5% (as an incentive to sign up for these payment methods).
Other payment methods are available, but you agree to pay the commission/charges levied by that provider in accepting the payment.
5.5 Our terms relating to payment of amounts invoiced (fees and disbursements) and not covered by standing orders, where appropriate, are strictly 30 days net. Where offered, prompt payment discounts may only be taken if we receive the payment within 14 days of the date of issue of any invoice. Interest and compensation for recovery costs will be charged on all overdue debts at the rate stated on the invoice, or at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is the higher.
5.6 As a director, you guarantee to pay personally any fees (including disbursements) for services provided to the company that the company is unable to pay. This clause shall become effective in the event of a receiver or liquidator being appointed to the company or the company otherwise being wound-up.
5.7 In the event that this firm ceases to act in relation your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisors. In particular you agree to meet these costs even where we are required by law to provide information to a successor firm.
5.8 In the event of you failing to honour an appointment without notice, your account will be charged with a minimum of half an hour of time at the prevailing standard hourly charge out rate for the staff member(s) you were due to see. If we have traveled to a location other than our offices to meet you, the time spent travelling will be added to this in addition.
5.9 Unless an alternative limit is agreed in advance, we will normally carry out work on your affairs up to a limit of £2,000 + VAT, the previous year’s fee or the fee quoted, whichever the greater. If it appears that the time cost will exceed this, we will attempt to contact you to discuss how to proceed. You may revise this limit at any time by requesting a lower limit in writing.
6 Retention of and access to records
6.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your financial statements and returns. We will attempt to organize a date for collection with you but reserve the right to return documents via a secure method of delivery, charged at cost to you. You should retain these records for at least seven years from the end of the accounting year to which they relate.
6.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.
7 Quality control
7.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.
8 Help us to give you the right service
8.1 If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by telephoning, emailing or writing to Richard Halsey.
8.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to yon. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with The Association of Chartered Certified Accountants.
8.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; failure to pay our fees by the due dates, or either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.
8.4 In addition this agreement may be terminated for any reason if 90 days notice is given.
8.5 You are responsible for submitting the necessary books and records to us in good time to allow us to complete our work in a professional and accurate manner. Where a personal tax return is issued, we will require the necessary information by 30th November prior to the 31st January deadline. For Companies House filing deadlines, we will require the necessary information at least two months prior to the filing deadline. For VAT returns and EC sales lists, we require the information at least two weeks prior to the due date for the relevant VAT return. For all other deadlines, we will require information at least two months prior. Where we receive information after this date, Halsey & Co cannot accept responsibility for any late filing penalties/surcharges etc where your return is submitted late. We also reserve the right to invoice a 15% surcharge on fees invoiced where information is delivered late to us.
8.6 You are responsible for settling your tax liabilities on time. Where the deadline for tax is before the due date for the corresponding tax return, it is your responsibility to make a payment of tax on account to mitigate any late payment interest charged by HM Revenue & Customs. Halsey & Co. cannot be held responsible for interest or surcharges levied by HM Revenue & Customs regardless of the reason behind the relevant return being submitted late.
9 Applicable law
9.1 This engagement letter is governed by, and construed in accordance with, English law. 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 it may have 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.
9.2 If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.
10 Internet communication
10.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
10.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
10.3 It is your responsibility to ensure we are added to “safe senders” so that emails are received.
11 Data Protection
In accordance with the Data Protection Act 2018 (DPA 2018) and the General Data Protection Regulations (GDPR) we are committed to protecting your personal data. We may use personal data provided to us for any of the purposes described in this engagement letter or as otherwise stated at the point of collection. In signing this engagement letter, you consent for us to share data in this way. You are however free to opt out by emailing us at any time.
11.1 We process personal data for several purposes such as the preparation of your accounts and tax return and the means of collection, lawful basis of processing, use, disclosure, and retention periods for each purpose may differ.
11.2 Under the DPA 2018 and GDPR, where we decide how and why personal data is processed, we are a data controller and you have certain rights over your personal data and we are responsible for fulfilling these rights. Please see our privacy statement for further details. The data controller in relation to personal data supplied is Richard Halsey.
11.3 We will only share personal data with others when we are legally permitted to do so. When we share data with others, we put contractual arrangements and security mechanisms in place to protect your data. Under the GDPR data protection regulations, we are required to receive client consent for us to share your financial and other data with third parties. This may include:
- For some clients, we utilize offshore accounting service providers both inside and outside the EU to facilitate the writing up of client records “remotely”. Client data is transmitted securely and the organization that processes the data is required to follow procedures to ensure confidentiality of data.
- Client documents are stored securely on site, or off site at a well–known storage facility. We will only pass client data to an approved third party for the purposes of secure destruction of that data after the standard period of time has elapsed for a conventional HMRC enquiry. The destruction is certified and carried out by an appropriate provider.
- Basic client contact information will be passed to our insurers for the purposes of our tax enquiry fee protection service, in order to handle our mailing and set our insurance premium.
11.4 Personal data processed is kept by us for as long as is considered necessary for the purpose for which it was collected (including as required by applicable law or regulation). In the absence of specific legal, regulatory or contractual requirements, our retention policy period for records and other documentary evidence created in the provision of services is 7 years.
12 Contracts (Rights of Third Parties) Act 1999
12.1 Persons who are 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.
12.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom yon may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
13 The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017
13.1 In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:
- Maintain identification procedures for clients and beneficial owners of clients;
- Maintain records of identification evidence and the work undertaken for the client, and
- Report, in accordance with the relevant legislation and regulations.
13.2 We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
13.3 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include such crimes as:
- deliberate tax evasion;
- a deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
- fraudulent claiming of benefits or grants; or
- obtaining a contract through bribery.
This list is by no means exhaustive.
13.4 We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.
13.5 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.
14 Limitation of liability
14.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
14.2 You agree to hold harmless and indemnify us against any misrepresentation, whether 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 provided to you by the firm against any of our employees on a personal basis.
15 Use of our name in statements or documents issued by you
15.1 You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.
16 Draft/interim work or oral advice
16.1 In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally. No advice we provide may be relied upon unless you state that you intend to do so and request that it is provided in writing.
17 Interpretation
17.1 If any provision of our engagement letter or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in any way. 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.
18 Provision of cloud-based services
18.1 Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business above.
18.2 The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.
18.3 The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them to help ensure that normal service is resumed as soon as possible.