Standard Terms of Business
The following standard terms of business apply to all engagements accepted by David Elston & Co Ltd. All work is subject to these terms except where changes are expressly agreed in writing.
PROFESSIONAL OBLIGATIONS
We will observe the byelaws, regulations and 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 guidelines. Copies of these requirements are available for inspection in our offices.
Where you give us confidential information we shall at all times keep it confidential, except as required by law or provided for in regulatory, ethical or other professional pronouncements applicable to this engagement.
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.
PROVISIONS OF SERVICES REGULATIONS
In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Hiscox Insurance, 1 Great St Helens, London EC3A 6HX. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada, and excluding any action for a claim brought in a court in the United States of America or Canada.
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 Institute of Chartered Accountants in England and Wales which can be viewed at www.icaew.com/regulations/ethics, Code of Ethics section 220.
AUDIT REGISTRATION
We are registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk for the UK and www.cro.ie/auditors for Ireland, under reference number C001828472.
RETENTION OF AND ACCESS TO RECORDS
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/or returns. You should retain these records for at least six years from the end of the accounting year to which they relate.
Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than six 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.
QUALITY CONTROL
As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements for confidentiality as our principals and staff.
INTERNET COMMUNICATION
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 email 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.
It is the responsibility of the recipient to carry out a virus check on any attachments received.
ELECTRONIC FILING
Wherever possible, we will seek to file returns and other documents with relevant authorities online. You are deemed to have given permission for us to do so, unless specifically requested otherwise.
DATA PROTECTION ACT 1998
We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, 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. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is David Elston.
CONTRACTS (RIGHTS TO THIRD PARTIES) ACT 1999
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.
The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you 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.
CLIENT MONIES
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 Institute of Chartered Accountants in England and Wales.
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 £35. Any such interest would be calculated using the prevailing rate applied by HSBC plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
If the total sum of money held on your behalf exceeds £10,000 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.
Any undisputed fees of this firm remaining unpaid more than 30 days after the invoice date will be collected from any client monies held on your behalf.
If you have entered into a standing order arrangement to make payments on account of current and/or future fees, any amounts which may be paid in excess of fees actually outstanding will not be treated as client money and the foregoing provisions will not apply.
FEES
Our fees are computed on the basis of time spent on your affairs by the principals and our staff, and on the levels of skill and responsibility involved.
Our VAT registration number is 434 3619 57.
Our terms relating to payment of amounts invoiced and not covered by standing orders are, where appropriate, strictly 30 days net.
If it is necessary to carry out work outside the responsibilities outlined in our engagement 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.
Should there be a dispute regarding our fees, this must be brought to our attention within 21 days of the date of the invoice.
We reserve the right to charge interest on any overdue amount not disputed within this timescale. Interest and compensation for recovery costs will be charged on all overdue debts. The rate of interest used will be that stated on the invoice, which is currently 8% per annum, or at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is the higher.
Without prejudice to your rights to terminate this contract, if we incur any costs or fees of any third parties, professional or otherwise, attempting to enforce or procure your payment of any sums owing to us under this contract, these will be chargeable to you in addition to our fees as liquidated damages. In the event that such action results in any court giving judgment in connection with any sum outstanding under the contract, we will ask for such costs or fees to be included as part of that judgment.
Where our client is a Limited Company, the Directors guarantee to pay personally any fees (including disbursements) for services provided to the company that the company is unable to pay.
LIMITATION OF LIABILITY
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 shall not exceed twenty times the relevant fee charged (including interest).
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 yours or other’s failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications form us or other relevant authorities.
You agree to hold harmless and indemnify us against any representation, 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.
We acknowledge that the limit in respect of our total liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its directors or employees.
HELP US TO GIVE YOU THE RIGHT SERVICE
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 David Elston (Director) on 01208 813377 or by e-mail , david@davidelston.co.uk.
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 Institute of Chartered Accountants in England and Wales.
APPLICABLE LAW
Our engagement terms and standard terms of business are 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.
You are reminded that, in addition to this agreement being subject to the civil laws of England and Wales, we have a legal obligation to adhere to all civil and criminal legislation currently in force.
CHANGES TO THESE STANDARD TERMS OF BUSINESS
These standard terms of business are subject to changes from time to time. The latest version is available from our office.
Revision Date: 10th February 2012