Standard Terms and Conditions for Stewart Associates Shrewsbury Ltd
Introduction
1.1 These terms and conditions set out the general terms under which we
undertake our business
2. Ethical guidelines
2.1 We are bound by the ethical guidelines of the Institute of Chartered
Accountants in England and Wales, and accept instructions to act for you on the
basis that we will act in accordance with those ethical guidelines. We will not
be liable for any loss, damage or cost arising from our compliance with
statutory or regulatory obligations.
3. Fees
3.1 Our fees are based on the time spent on your affairs and the level
of skill and responsibility and value of the advice that we provide.
3.2 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 that will be the case.
3.3 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.
3.4 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. Other than where such
assurance was arranged through us 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.
3.5 We normally raise invoices at the conclusion of an assignment
although we will also raise interim invoices in appropriate situations and our
invoices will are due for payment within 30 days. 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.
3.6 Unless otherwise agreed to the contrary our fees do not include the
costs of any third party, counsel or other professional fees.
3.7 We reserve the right to charge interest on late paid invoices at the
rate of 2% above bank base rates under the Late Payment of Commercial Debts
(Interest) Act 1998. We also reserve the right to suspend our services or to
cease to act for you on giving 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.
3.8 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.
3.9 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 you agree
that we shall be entitled to enforce any sums due against the Group Company or
individual nominated to act for you.
3.10 In the case of a dispute over the level of fees charged we reserve
the right to require that the matter is dealt with through arbitration. We
recommend that arbitration is undertaken by the fee arbitration service
provided by ICAEW for members. The fee arbitrator will be appointed by the
ICAEW president; the fee will be as negotiated with the ICAEW arbitrator.
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' Monies Rules of the ICAEW.
4.2 Fees paid by you in advance for professional work to be performed
and clearly identifiable as such shall not be regarded as clients' monies.
5. Internal disputes
5.1 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 the express knowledge and permission of all
parties. Unless otherwise agreed by all parties we will continue to supply
information to the business for the attention of the directors, members or
partners. If conflicting advice, information or instructions are received from
different directors, members or partners in the business we will refer the
matter back to the business and take no further action until the business has
agreed the action to be taken.
6. Investment services
6.1 Investment business is regulated under the Financial Services and
Markets Act 2000.
6.2 If, during the provision of professional services to you, you need
advice on investments, including insurances, we may have to refer you to
someone who is authorised by the Financial Services Authority or licensed by a
Designated Professional Body as we choose not to be.
7. Commissions or other benefits
7.1 In some circumstances, commissions or other benefits may become
payable to us in respect of transactions which we arrange for you. Where this
happens we will notify you in writing of the amount and terms of payment.
8. Retention of records
8.1 During the course of our work we may collect information from you
and others relevant to your affairs. We will return any relevant documents to
you if requested. Documents and records relevant to your 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
- 6 years from the end of the accounting period;
8.2 Whilst certain documents may legally belong to you we may destroy
correspondence and other papers that we store, electronically or otherwise,
which are more than 7 years old. You must tell us if you require the return or
retention of any specific documents for a longer period.
9. Notification
9.1 We shall not be treated as having notice, for the purposes of our
audit, accounts or tax responsibilities, of information provided to members of
our firm other than those engaged on the specific assignment (for example,
information provided in connection with accounting, taxation and other
services).
10. Timetable
10.1 The services we undertake to perform for you will be carried out on
a timescale to be determined between us on an ongoing basis.
10.2 The timing of our work will in any event be dependent on the prompt
supply of all information and documentation as and when required by us.
11. Third parties
11.1 Any advice we give you will be supplied on the basis that it is for
your benefit only and shall not be disclosed to any third party in whole or
part without our prior written consent. It may not be used or relied upon for
any other purpose or by any other person other than you without our prior
written consent. If our advice is disclosed to any third party (with or without
our consent), then we accept no responsibility or liability to that third party
for any consequences that may arise to them, should they rely on the advice.
11.2 If it is proposed that any documents or statement which refer to
our name, are to be circulated to third parties, please consult us before they
are issued.
12. Contracts (Rights of Third Parties) Act 1999
12.1 The advice and information we provide to you as part of our service
is for your sole use and not for 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 under the Contracts (Rights of Third Parties) Act 1999 to enforce
any of its terms.
13. Confidentiality
13.1 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.
13.2 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.
13.3 We reserve the right, for the purpose of promotional activity,
training or for other business purpose, to mention that you are a client. As
stated above we will not disclose any confidential information.
14. Quality of service
14.1 We aim to provide a high quality of service at all times. If you
would like to discuss with us how our service could be improved or if you are
dissatisfied with the service that you are receiving please let us know by
contacting Ian Stewart.
14.2 We undertake to look into any complaint carefully and promptly and
to do all we can to explain the position to you. If we do not answer your
complaint to your satisfaction you may take up the matter with the ICAEW.
5. Communication
15.1 Unless you instruct us otherwise we may, where appropriate,
communicate with you and with third parties via email or by other electronic
means. The recipient is responsible for virus checking emails and any
attachments.
15.2 With electronic communication there is a risk of non-receipt,
delayed receipt, inadvertent misdirection or interception by third parties. We
use virus-scanning software to reduce the risk of viruses and similar damaging
items being transmitted through emails or electronic storage devices. However
electronic communication is not totally secure and we cannot be held
responsible for damage or loss caused by viruses nor 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. These are risks you
must bear in return for greater efficiency and lower costs. If you do not wish
to accept these risks please let us know and we will communicate by paper mail.
15.3 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 that the
document was sent.
16. Applicable law
16.1 This engagement letter, the schedule of services 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 and
Wales 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 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.
17. Data Protection Act 2018
17.1 We confirm that we will comply with the provisions of the Data
Protection Act 1998 when processing personal data about you and your family. In
order to carry out the services of this engagement 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.
18. Money Laundering Regulations 2017
18.1 In accordance with the Proceeds of Crime Act 2002 and Money
Laundering Regulations 2017 (as amended) you agree to waive your right to
confidentiality to the extent of any report made, document provided or
information disclosed to the Serious Organised Crime Agency (SOCA).
18.2 You also acknowledge that we are required to report directly to
SOCA without prior reference to you or your representatives if during the
course of undertaking any assignment the person undertaking the role of Money
Laundering Reporting Officer becomes suspicious of money laundering.
18.3 As a specific requirement of the Money Laundering Regulations we
may require you to produce evidence of identity. Copies of such records will be
maintained by us for a period of at least five years after we cease to act for
the business.
18.4 As with other professional services firms, we are required to
identify our clients for the purposes of the UK anti-money laundering
legislation. We may request from you, and retain, such information and
documentation as we require for these purposes and/or make searches of
appropriate databases.
18.5 The various tax
and accountancy services provided by accountants have differing requirements
for the period of retention of records after ceasing to act for a client. To
incorporate these requirements all data will be kept for seven years from the end
of the period in which our relationship terminates.
19. Implementation
19.1 We will only assist with implementation of our advice if
specifically instructed in writing.
20. Intellectual property rights
20.1 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.
21. Interpretation
21.1 If any provision of the engagement letter or schedules is held to
be void, then that provision will be deemed not to form part of this contract.
21.2 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. Lien
22.1 Insofar as 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.
23. Limitation of liability
23.1 We will provide our services with reasonable care and skill. Our
liability to you is limited to losses, damages, costs and expenses caused by
our negligence or wilful default.
23.2 Exclusion of liability for loss caused by others:
We will not be liable if such losses, penalties, surcharges, interest or
additional tax liabilities are due to the acts or omissions of any other person
or due to the provision to us of incomplete, misleading or false information or
if they are due to a failure to act on our advice or a failure to provide us
with relevant information.
23.3 Exclusion of liability in relation to circumstances beyond our
control
We will not be liable to you for any delay or failure to perform our
obligations under this engagement letter if the delay or failure is caused by
circumstances outside our reasonable control.
23.4 Exclusion of liability relating to the discovery of fraud etc:
We will not be responsible or liable for any loss, damage or expense
incurred or sustained if information material to the service we are providing
is withheld or concealed from us or wrongly misrepresented to us or from
fraudulent acts, misrepresentation or wilful default on the part of any party
to the transaction and their directors, officers, employees, agents or
advisers. 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.
23.5 Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim
(including any claim for negligence) arising out of any unauthorised disclosure
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.
23.6 Limitation of aggregate liability:
We have discussed and agreed a limitation in our aggregate liability to
you and any third parties which we both regard as fair and reasonable in the
circumstances of this assignment. The aggregate liability, to you and any third
party and whether in contract, tort or otherwise of this firm, its partners,
employees and agents for any losses in any way connected with any of the
services provided to you under the terms of this letter of engagement (and
including interest) shall not exceed the amount stated in the engagement
covering letter.
24. Reliance on advice
24.1 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.
25. Conflicts of interest
25.1 We will inform you if we become aware of any conflict of interest
in our relationship with you or in our relationship with you and another
client. 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.
25.2 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. We reserve the right to act for other
clients whose interests are not the same as or are adverse to yours subject of
course to the obligations of confidentiality referred to above.
26. Period of engagement and termination
26.1 Unless otherwise agreed in the engagement covering letter our work
will begin when we receive your implicit or explicit acceptance of that letter.
Except as stated in that letter we will not be responsible for periods before
that date.
26.2 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. 26.3 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.
27. Disengagement
27.1 Should we resign or be requested to resign a disengagement letter
will be issued to ensure that our respective responsibilities are clear.
27.2 Should we have no contact with you for a period of two years or
more we may issue a disengagement letter and hence cease to act.
28. Professional Indemnity Insurance Policy
In accordance with the Byelaws of the ICAEW we are required to hold
Professional Indemnity Insurance and our policy is currently (in 2024)
underwritten by QBE European Operations policy number 00023054PIC.
29. Financial Services Act Registration
The firm is not authorised by the FSA to conduct investment business but
is licensed to conduct regulated activities by the ICAEW.
