email: info@kingswood.org.uk
The following standard terms of business apply to all engagements accepted by Kingswood Allotts Limited. All work carried out is subject to these terms except where changes are expressly agreed in writing.
1 Respective obligations and responsibilities
1.1 As required by the Provision of Services Regulations 2009 (SI 2009/2999), we are registered to carry on audit work in the UK by ICAEW. Details of our audit registrations can be viewed at www.auditregister.org.uk, under reference number C009488522.
1.2 We will observe and act in accordance with the by-laws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales (ICAEW) and accept instructions to act for you on the basis that we will act in accordance with those guidelines. You give us authority to correct errors made by HM 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.
1.3 Where you give us confidential information, we shall always keep it confidential, except as required by law or as provided for in regulatory, ethical, or other professional pronouncements applicable to this engagement.
1.4 We reserve the right to act during this engagement for other clients whose interests may be averse 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.
Professional Indemnity Insurance
1.5 Details of our professional indemnity insurers are displayed at our offices at Sidings Court, Lakeside, Doncaster, DN4 5NU.
Your responsibilities
1.6 For us to advise you properly and provide our services you will make sure that:
• Any information given to us by you, or anyone else working with or for you is complete and given promptly and accurately;
• Our performance depends on you performing your obligations under this agreement. We are not liable for any loss arising from you not fulfilling your obligations.
2 Investment services
2.1 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 ICAEW, 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.
2.2 Such advice may include:
• advising you on investments generally, but not recommending a particular investment or type of investment;
• referring you to a Permitted Third Party (PTP) (a firm authorised by the FCA), and assisting 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 their 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;
• advising you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
• advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
• assisting you in making arrangements for transactions in investments in certain circumstances; and
• managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.
2.3 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 other securities;
• arrange for the issue of new shares; and
• act as the addressee to receive confirmation of acceptance of offer documents etc.
2.4 In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.
2.5 In relation to the conduct of insurance distribution activities, we are an ancillary insurance intermediary. Where the firm is providing insurance distribution services (including fee protection), we are not authorised by the Financial Conduct Authority. However, we are included on the Register maintained by the Financial Conduct Authority so that we can carry on insurance distribution 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 ICAEW. The register can be accessed via the Financial Conduct Authority website at
www.fca.org.uk/register
2.6 Financial Promotions
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 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. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.
2.7 Our associated firm Kingswood Corporate Finance Limited is authorised and regulated by the Financial Conduct Authority (FCA) for Corporate Finance business. Details of this entity are included on the Register maintained by the FCA for the activities we are authorised to carry out. The Register can be accessed at www.fca.org.uk/register. For mainstream corporate finance business, a separate terms of business letter will be issued.
2.8 Please note that we are not authorised to hold client money in connection with our designated investment business.
2.9 If you have any questions regarding investment business or require any further information, please contact us.
3 Commissions or Other Benefits
3.1 In some circumstances, commissions or other benefits may become payable to us in respect of transactions we arrange for you. Any fees payable by you will not be abated by such amounts. You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts. An example of likely commissions that may be received by us is where we help you procure SAGE software. We receive 20% of subscriptions paid by you to SAGE. This is only one example and may not cover all receipts in the future. If in the future, abnormally large commissions are received which were not envisaged when the engagement letter was signed, we will obtain specific consent to the retention of those commissions.
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 ICAEW.
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 in any calendar year exceeds £100. Any such interest would be calculated using the prevailing rate, applied by the bank where the money is held, for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
4.3 If the total sum of money held on your behalf exceeds £10,000 for a period of 30 days, or such sum is likely to be held for 30 days, then the money will be placed in an interest-bearing client bank account. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
4.4 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.
4.5 If the firm becomes wholly owned and/or controlled by a single member, we are required under the client money regulations to appoint an alternate to administer the client bank account in the event of the death or incapacity of the principal.
5 Fees
5.1 Our fees are computed based on time spent on your affairs (which inherently includes client management) by the principals and our staff, and on the levels of skill and responsibility involved. The charging rates used in calculating our fees are reviewed on a regular basis and are subject to revision at least yearly. An estimate of our fees and details of our current charging rates are available on request. In the absence of any request for information it is assumed that our charges will be accepted as computed in our normal manner.
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 interest to ensure that your records etc. are completed to the agreed stage and that you recognise that any additional matters you request us to undertake may be subject to additional charges.
5.3 Unless otherwise agreed, our fees will be billed at appropriate intervals during the year and, subject to the paragraph below, are payable in full before any report is signed or accounts or returns are made available.
5.4 Our fees, which will be subject to disbursements including travel, accommodation and other expenses and office costs incurred in connection with your affairs, are subject to an amount equivalent to the prevailing rate of VAT.
5.5 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed in this letter of engagement, and any other work undertaken on your behalf, for the current and ensuing years.
5.6 Our fees, not covered by standing orders, are due on presentation or as otherwise stated on the invoice or fee note, and we reserve the right to charge interest on all overdue debts at the rate stated on the fee notes, which is currently 8%.
5.7 If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client, and we shall be entitled to enforce any sums due against the group company or individual nominated to act for you.
5.8 In the event that our fees, not covered by standing order payments, remain outstanding for more than three months, or a standing order mandate is cancelled, we reserve the right to stop all work on your affairs until the position is rectified. Should this situation arise, you will be totally and fully responsible for any fines, penalties, surcharges and interest or any other actions arising.
5.9 In respect of incorporated companies, as directors 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.
5.10 If this firm ceases to act in relation to your affairs you agree to meet all reasonable costs of providing information to your new advisors. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.
6 Retention of and access to records
6.1 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 other 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:
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, Limited Liability Partnerships, and other corporate entities
– 6 years from the end of the accounting period
6.2 Although 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 notify us in writing if you wish us to keep any document for a longer period.
6.3 All documents which we create, or which we receive either as principal in our own right or as agent for you belong to Kingswood Allotts Limited. Other documents, such as original records, belong to you but we may retain possession of them by exercising a lien because our fees remain outstanding after becoming due for payment.
7 Conflicts of interest and independence
7.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be averse to yours, subject to clause 7.2 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting 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.
7.2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the code of ethics of the ICAEW which can be viewed as part of the Regulations and Guidance at www.icaew.com/regulations.
8 Confidentiality
8.1 We confirm that where you give us confidential information, we shall always keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.
8.2 You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality, it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
8.3 In addition, if we act for other clients whose interests are or may be averse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.
8.4 You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
8.5 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. You may additionally need to consider your data protection responsibilities.
8.6 We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by the confidentiality terms equivalent to an employee.
8.7 If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.
8.8 We reserve the right, for the purpose of promotional activity, training or other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.
8.9 This clause applies in addition to our obligations as to data protection below.
9 Quality control
9.1 As part of our ongoing commitment to providing a quality service and as part of our professional compliance procedures our files may periodically be subject to an independent regulatory or quality review. Any person undertaking a review of this nature is bound by the same requirements of confidentiality as our principals and staff.
9.2 Other than previously agreed with you and subject to statutory legislation, no information relating to your affairs will be provided to any other third party.
Dealing with HM Revenue & Customs
9.3 When dealing with HM Revenue & Customs 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 to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HM Revenue & Customs, see www.hmrc.gov.uk/charter/index.htm. To the best of our abilities, we will ensure that HM Revenue & Customs meet their side of the Charter in their dealings with you.
9.4 To help you demonstrate to HM Revenue & Customs that reasonable care has been taken in the preparation of the return, and to help 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.
10 Help us to give you the right service
10.1 We are committed to providing you with a high-quality service that is both efficient and effective. 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 writing to Richard Massing.
10.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. 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 ICAEW.
10.3 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;
• either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.
10.4 In addition, this agreement may be terminated for any reason if 90 days’ notice is given.
11 Applicable law
11.1 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.
11.2 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.
12 Changes in the law, in practice or public policy
12.1 We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or your circumstances.
12.2 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 to the fullest extent permitted by applicable law.
13 Internet communication
13.1 Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. However, internet communications are capable of data corruption 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. We do not accept responsibility for any errors or problems that may arise using 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. We will never change our bank details without confirming this to you by posted letter. Any emailed or telephoned communications appearing to be from us which are not confirmed by post are fake and we accept no liability for any loss caused to you through accepting such communications as genuine. Similarly, always give us by hand or by post (as well as by email) details of your bank account.
13.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
14 Data Protection
14.1 To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you/your business/company/partnership/its officers and employees and shareholders (‘personal data’).
14.2 We may act as a data controller, data processor, or both. In all cases clause 14.3 to 14.6 applies:
14.3 In the course of providing services to you and processing personal data, we may disclose personal data to other firms in our network, a regulatory body or a third party. We may export personal data you supply to us outside the UK if necessary (subject to your prior written consent, which will not be unreasonably withheld where we are a processor). We will ensure all such data disclosure/export is compliant with relevant data protection legislation in the UK and will use our reasonable endeavours to ensure that any agreement entered into with sub-processors include similar terms to those set out in this clause 14. Where cloud-based services are to be used you may be subject to our cloud services terms and conditions, and cloud storage may be outside the UK.
14.4 We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.
14.5 We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where this relates to you. You and we will consult and cooperate with each other when responding to any such request, complaint, or notice. If an individual whose data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data, we shall be entitled to do so where required by law. We will notify you without undue delay, if we reasonably believe that there has been personal data breach in respect of client personal data.
14.6 We will answer your reasonable enquiries to enable you to monitor compliance with this clause. We will also allow for, and contribute to, audits or inspections conducted by the ICO or their auditor to demonstrate compliance with this clause.
In our capacity as a data controller
14.7 We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.
14.8 You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone, you must produce to us an original or certified power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice on our webpage https://www.allotts.co.uk/gdpr-privacy-notice.html.
In our capacity as a data processor
14.9 Applicable data protection legislation places 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 always use our reasonable endeavours to comply with the requirements of applicable UK data protection legislation when processing data on your behalf. We confirm that we will aim to comply with any obligations equivalent to those placed on you as a data controller. You will also comply with applicable data protection legislation, including but not restricted to, ensuring that you have all appropriate consents and notices or another lawful basis in place to enable the lawful transfer of personal data to us. You will fully indemnify and hold us harmless if you do not have a lawful basis and that causes us loss.
14.10 As the data processor we shall;
• process personal data only on written instruction from you;
• Restrict data access to authorised personnel only, and who are bound by confidentiality;
• Disclose the personal data to courts, government agencies and other third parties as and to the extent required by law;
• Maintain a written record of all categories of personal data processing carried out on your behalf, including details of transfers of personal data outside of the UK and a general description of the technical and organisational security measures in place in relation to personal data; and
• Delete or return all personal data to you at the completion of our engagement requiring personal data processing, subject to legal requirements to retain data.
14.11 For payroll services, the following includes certain details of the processing of customer personal data as required by Article 28(3) of the UK GDPR:
a) Subject matter and duration of the processing of client personal data
The subject matter and duration of the processing of the client personal data are set out in the payroll engagement letter between us.
b) The nature and purpose of the processing of client personal data
The nature of our processing work for you is that of a payroll bureau in connection with which we will process the payroll for your staff based on the data supplied by you.
c) The types of client personal data to be processed
Our payroll processing work for you will include the calculation of your employees’ net pay, pension contributions, tax and national insurance as well as providing your staff with the relevant payslips. In order to do this we will use the employee information you provide to us for the purpose of our payroll work including details of the names of your employees, their date of birth, details of new starters and existing employees, sick notes and maternity/paternity notifications, the bank details of your employees, their hours worked, their annual salary and p45s from previous employment. In addition to the foregoing we will also use the information generated by HM Revenue & Customs which is essential for our payroll processing work such as NI numbers, student loan notifications and Notices of Coding.
d) The categories of data subject to whom the client personal data relates
The data subjects in respect of which we undertake processing work on your behalf are limited to your employees for whom a payroll service is requested
e) Your obligations and rights
Your obligations and rights are set out in the payroll engagement letter between us.
15 Limitation of third-party rights
15.1 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.
15.2 The advice that we give to you is for your sole use and is confidential to you and will not constitute advice to any third party to whom you may communicate it, unless we have expressly agreed in writing that a specified third party may reply on your work. We will accept no responsibility to third parties including any group company to whom the engagement letter is not addressed, your spouse nor any family member of yours or your employer, for any aspect of our professional services or work that is made available to them.
16 Client identification
16.1 In common with all professional practices we are required by the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 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.
We have a statutory obligation under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, neither the firm’s principals nor may staff enter any correspondence or discussions with you regarding such matters. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
16.2 If we are not able to obtain satisfactory evidence of your identity and where applicable that of the beneficial owners, we will not be able to proceed with the engagement.
16.3 If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations, including if you accept or make high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods, you should inform us.
16.4 Any personal data received from you to comply with our obligations under the MLR 2017 will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.
16.5 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act 2002 and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. This definition is very wide and would include such crimes as:
• Deliberate tax evasion;
• 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.
Clearly this list is by no means exhaustive.
16.6 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.
17 Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards
17.1 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. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.
17.2 However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.
18 General Limitation of liability
18.1 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 other’s 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.
18.2 You will not hold us, our principal(s)/director(s), shareholders and staff, responsible, 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. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. However, this exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
18.3 You agree that you will not bring any claim in connection with services we provide to you against any of our partners, shareholders, directors or employees personally.
18.4 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 and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of 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.
18.5 Nothing in this agreement shall exclude or limit our liability for death or personal injury caused by negligence nor for fraudulent misrepresentation or other fraud which may not as a matter of applicable law be excluded or limited.
18.6 Where general advice is provided, the applicability of this advice will depend on the particular circumstances in which it is to be used by you (of which we may not be aware) and should be treated accordingly. In relation to any particular transaction, specific advice should always be sought and all material information provided to us. Such advice is provided for the purposes of each situation and we disclaim any responsibility for the use of our advice for a different purpose or in a different context.
18.7 It is not our practise or intention to recommend or refer you to third parties for the provision of services which we do not provide. Should that practise change or should we inadvertently or informally be deemed to have made any such recommendation or referral, you agree to engage separately and independently with any such third party and to hold us harmless from and indemnify us against any loss suffered or costs incurred or claim made by any party as a result of your engagement with such third party.
18.8 Our aggregate liability to you or any other party, of whatever nature, whether in contract, tort or otherwise for any losses whatsoever and howsoever caused arising from or in any way connected with the services described within this engagement letter (other than audit) shall not exceed three (3) times the fees payable for this service or £50,000 (including interest), whichever is the greater.
19 Intellectual property rights and use of our name
19.1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise. You may only use such rights to the extent we agreed when engaged to provide services to you and may not resell or sublicense such rights without our further prior consent.
19.2 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.
20 Draft/interim work or oral advice
20.1 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. Advice is valid as at the date it was given.
21 Interpretation
21.1 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.
22 Internal disputes within a client
22.1 If we become aware of a dispute between the parties who own the business, or who are in some way involved in its ownership and management, it should be noted that our client is the business (unless we have agreed otherwise) 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 the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken. In certain cases, we reserve the right to cease acting for the business/client entirely.
23 Disengagement
23.1 You or we may by notice in writing give 90 days’ notice to terminate our appointment or any or all engagements at any time. We may be entitled to keep all your papers and documents while there is money being owed to us for our charges and expenses or disbursements on any assignment.
23.2 We may, however, stop acting for you without notice, for example if you do not pay an interim fee, or you give instructions which conflict with any law, regulation or rule of professional conduct or ethical or practice guideline, or where there is a threat or risk of violence, injury or any other danger, physical, psychological or moral to the well-being of any of our personnel.
23.3 If you or we decide that we will no longer act for you, you will pay any outstanding charges and expenses including those not yet billed.
24 Probate-type services
24.1 As we are not licensed or authorised for the reserved legal activity of non-contentious probate, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, we will not be covered by the ICAEW Probate Compensation Scheme and you will not have access to the Legal Ombudsman, nor is our advice covered by legal professional privilege.
25 Force Majeure
25.1 We shall not be liable to you if we are unable to perform our services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us, we shall notify you as soon as reasonably practicable. Either party may terminate our appointment in such circumstances, subject to the performance of any outstanding obligations under the appointment, for example payment of any outstanding fees and expenses or disbursements including those not yet billed.
26 Provision of general advice
26.1 As part of our ongoing relationship we may additionally provide, as requested, general advice on financial and business matters. The provision of any such advice shall be subject to these Standard Terms of Business, in addition to any specific Engagement Schedule that we may issue separately.
27 Application of these Standard Terms of Business and amendments
27.1 These Standard Terms of Business shall take effect immediately and will be deemed to cover all of our services from the outset of our initial discussions and will remain effective until replaced. If the contents of these Standard Terms of Business are not in accordance with your understanding of our terms of engagement please advise us immediately.
27.2 These Standard Terms of Business supersede any earlier terms of business we may have agreed with you, and, in the absence of express agreement to the contrary, will apply to the services referred to in any engagement letter accompanying these terms and all subsequent services we provide to you. From time to time it may be necessary to amend or supersede these terms by new terms. When this is the case we will notify you of the changes, and unless we hear from you to the contrary within 14 days after such notification, the amendments or new terms will come into effect from the end of that 14 day period.
27.3 This is an important document; please keep it in a safe place for future reference and your continuing instructions will amount to your acceptance of these terms.