Terms of Business

This page set out the standard terms of business that apply to all engagements accepted.  All work carried out is subject to these terms except where changes are expressly agreed in writing.

These standard terms of business are applicable to all types of entities (e.g. Companies, LLP’s, charities, friendly societies, academies, pension schemes, individuals etc.).  Any reference therefore to ‘director’ individual or company should be interpreted as appropriate for the entity type (e.g. partner, trustee, governor, charity LLP, etc)

 

 

1.0               Professional Obligations

 

As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional registrations, including audit registration, can be found on our website address   @ www.jwraccountants.co.ukWe are registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk under reference no C008885989.

We are registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk under reference no C008885989.

We do have professional indemnity insurance, the name and the policy number can be obtained from our office and is also shown on our web site www.jwraccountants.co.uk    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.

We will observe and act in accordance with the bye-laws, 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 authority to correct errors made by H M Revenue & Customs where we become aware of them.  We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements are also available on the internet at www.icaew.com/regulations . We confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006.

 

 

2.0               Applicable Law

 

 

Our engagement and our standard terms and conditions of business are governed by, and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it on any basis.  Each party irrevocably waives any right to object to any action being brought in Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.

 

 

3.0               The Procceds of Crime Act 2002 and the Money Laundering Regulations 2007

 

In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 (SI2007/2157) to:-

  • Maintain records of identification evidence and the work undertaken for the client, and
  • Report, in accordance with the relevant legislation and regulations

We have a duty under the Proceeds of Crime Act 2002, s.330 to report to the National Crime Agency (NCA) 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.

The offence of money laundering is defined by the Proceeds of Crime Act 2002, s.340(11) 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.  The definition is very wide and would include such crimes as:

  • Deliberate failure to inform the tax authorities of know underpayments or excessive repayments
  • Fraudulent claiming of benefits or grants; or
  • Obtaining a contract through bribery

We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent.  In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

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.

 

 

4.0               Client Money

 

 

We may, from time to time, hold money on your behalf. The money will be held in trust in a no interest bearing 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 Institute of Chartered Accountants in England and Wales.

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

 

 

5.0               Commissions or other benefits

 

 

In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount receivable or received. You consent to such commission being retained by this firm.

 

 

6.0               Confidentiality

 

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.

 

 

7.0               Conflicts of Interest

 

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 interest are not the same as yours or are adverse to yours, subject of course to the obligations of confidentiality referred to above.

 

 

8.0               Data Protection

 

 

We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you. In order to carry out the services under the 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.

Sections 11 and 12 of the Data Protection Act 1998 place express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf.  An example would be where we operate a payroll service for you.  We therefore confirm that we will at all times comply with the requirements of the Data Protection Act 1998 when processing data on your behalf.  In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.

 

 

9.0               Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards

 

Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA.

 

 

10.0           Electronic and other communication

 

Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means (Iris Openspace or Virtual Cabinet Portals) The recipient is responsible for virus checking emails and any attachments.

Where ever possible we will endeavour to communicate to you using one of our Portal options and will from time to time request an electronic signature.  This signature is accepted by law and is issued with an individual reference number.

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 really secure and we cannot be held responsible for damage or loss caused by viruses not for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material.

Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day the document was sent.

 

 

11.0           Provision of cloud-based services

 

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 to ensure compliance with the relevant clauses in the firm’s standard terms of business.

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.

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.

 

 

12.0           Fees and payment terms

 

 

Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.

If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.

Where requested 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.

We will bill at regular intervals or on the completion stage of a particular project or service. Our invoices are due for payment within 30 days of issue, unless otherwise stated.  Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

Unless otherwise agreed to the contrary our fees do not include the costs of third party, counsel or other professional fees.

In some cases payment can be made by monthly standing order and in these cases we may periodically adjust the monthly payment to ensure our costs are fully covered.

We reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rate under the Late Payment of Commercial Debts (interest) Act 1998. We also reserve the right to suspend our services or cease to act for you on given written notice if payment of any fees is unduly delayed. We 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 us in writing within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

If a client company, trust or other entity is unable or unwilling to settle ours fees we reserve the right to seek payment from the individual (the director(s) in the case of a limited company),  (or parent company) giving us instructions on behalf of a client and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.  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

In the event that we cease to act in relation to your accountancy affairs you agree to meet all reasonable costs of providing information to the new advisers.  In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

 

 

13.0           Dealing with H M Revenue & Customs

 

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

We will take account of the steps and checks suggested by HMRC in the ‘Agent Toolkits’.  Whilst use of the Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the Toolkits so that, in the unlikely event that HMRC consider any of your tax returns with which we assist to be inaccurate, we will be able to help you demonstrate to HMRC that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed.  To further reduce the possibility of an inaccuracy penalty, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations and for acting on any advice that we give you.

 

 

14.0           Intellectual property rights

 

We will retain all copyright in any document prepared by us during the course of carrying out the engagement, the only exception to this restriction would be statements or documents that in accordance to law are to be made public.  You are not entitled to use our name in any statement or document that you may issue unless our prior written consent has been obtained.

 

 

15.0           Interpretation

 

 

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 this contract. In the event of any conflict between these terms of business the engagement letter or appendices, the relevant provision in the engagement letter of or appendices will take precedence.

 

 

16.0           Internal disputes within a client

 

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the normal place of business for the attention of the directors or partners in the business we will refer the matter back to the board of directors in the case of a company or partner in the case of a partnership and take no further action until the board/partnership has agreed the action to be taken.

 

 

16.0       Investment advice

 

 

Since we are not authorised by the Financial Conduct Authority then we may have to refer you to someone who is authorised if you need advice on investments.  However, as we are licensed by our professional body, 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.

Such advice may include :

 

  • Refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA), 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;

 

For corporate clients 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 securities;
  • Arrange for the issue of shares; and
  • Act as the addressee to receive confirmation of acceptance of offer documents etc.

 

In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountant’s Compensation Scheme in respect of exempt regulated activities undertaken.

 

 

17.0           Reliance of advice

 

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 of 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.

 

 

18.0           Limitation to third party rights

 

The advice and information we provide to you as part of our service is for your sole use and not any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contacts (Rights of Third Parties) Act 1999.

 

 

19.0           Quality Control

 

As part of our on-going 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 principle staff.

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 contacting either Steve Johnston, Crystelle Johnston, Kate Wood or Jamie Roach.

 

 

20.0           Retention of papers

 

You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you.  Documents and records relevant to your tax affairs are required by law to be retained as follows

Individuals, trustees and partnerships

  •  with trading or rental income: 5 years and 10 months after the end of the tax year
  •   otherwise: 22 months after the end of the tax year;

Companies and Limited Liability Partnerships:

  •  6 years from the end of the accounting period;

Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than seven years old, except documents we think may be of continuing significance. You must tell us in writing if you wish us to keep any document for longer than this.

 

 

21.0           Limitation of Liability

 

 

We undertake that we will exercise due care in the performance of our work in accordance with applicable professional standards. Our liability in respect of any or all claims will be limited to an amount equal to 2.5 years fees from the onset of this engagement or £10000 whichever is greater.

 

 

22.0           Lien

 

 

Insofar as we are permitted to so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

 

 

23.0           Termination of engagement

 

 

Each of us may terminate our agreement by giving not less than 21 days notice in writing to 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 or us prior to termination.

In the event of termination of our 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 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.

Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of 1 year or more we may issue to your last known address a disengagement letter and hence cease to act.