Our engagement letters 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 of opinion concerning this 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.
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.
Commissions and 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.
We will communicate with you and with third parties via email, online portals or sharing documents in the cloud.
With emails and portals there are risks, but there are also similar risks when posting documents out. For all communication channels, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties.
For emails, we use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted. The recipient is responsible for virus checking emails received and any attachments.
However, electronic communication is not totally secure, and we can not be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. We can not accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material.
Where electronic submission of your information is either mandatory or available with HMRC, Companies House or the authorities, then this is what we will do.
We are committed to providing you with a high quality service that is both efficient and effective, and therefore hope you will never need to contact us about any issues in service. However, should there be any issues with any element of our services to you, whatever they may be, do please get in touch with us straight away. We will always look into any complaint carefully and promptly, and we will do everything reasonable to put it right.
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 regulatory review.
We may utilise the services of various outside specialists to assist in the work undertaken and we may make available to them confidential client information as necessary.
All parties involved in your affairs will be bound by our client confidentiality terms. Unless you inform us otherwise, we will presume the right, for the purpose of training or for other business purpose, to mention the fact that you are a client.
As stated above we will not disclose any confidential information.
Conflicts of interest
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 can not be managed in a way that protects your interests, then we will be unable to provide further services.
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 confirm that we will comply with the provisions of the Data Protection Act when processing personal data about you and your family. In order to carry out the services of our 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.
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 a quote of our fees for any specific work, then we will honour that quote for that particular piece of work, or for that particular year.
Our monthly fees for Xero Accounting increase each year – as with any other business, we need to cover our own rising costs. If we believe that our fees will be materially higher for any given period, for any reason, excluding our usual increase, and if the work is not subject to either a standard minimum fee or a previously agreed fee, then we will contact you to discuss the options before we start any work – this is to avoid you getting a large unexpected bill or us working at a loss.
Our fees are due for payment as shown on any invoices, along with payment methods.
Our fees will have VAT added to them 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.
If you do not accept that an invoiced fee is fair and reasonable you must notify us within 7 days of the date of the invoice – you can do that by simply hitting “reply” to the email that accompanied the invoice). After 7 days, you will be deemed to have accepted that payment is due.
We usually send you payment reminders and statements, requesting payment of any outstanding invoice until it has been paid.
We reserve the right to add a £10 late payment charge to any invoices that are overdue.
If we’re in the unfortunate situation of there being old debts that aren’t being paid, we reserve the right to immediately cease all work for you, regardless of where the project is currently at in terms of completion, to avoid any debts getting higher. We will notify you before this happens, and will ask that you make payment within a certain time-scale. After this time, we reserve the right to pass debts to our solicitors, or a third party, for collection – other fees and/or statutory late payment interest will then be added to the debt, making it much higher. We will always seek to converse with you in the first instance to reach an agreeable payment plan, and we will trust you to keep to that plan.
If you usually pay us by a regular automated bank payment each month, we will endeavour to contact you if: (1) a payment does not reach us, or (2), you need to increase your monthly payment to us to cover our current fees. We will completely take care of any changes to a direct debit payment – but a standing order payment can only be changed by you contacting your bank, or you can change this yourself via your own internet banking.
If we have undertaken any HMRC tax investigation work for you, and you had previously taken out the tax investigation insurance that covers our work, then we will send our claim to the insurers. In extremely rare situations, there may be an amount still outstanding if our invoice is greater than, say, the maximum claim that can be made. In these cases, you will be liable for the balance.
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
Intellectual property rights
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.
If any provision of this engagement letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract.
Internal disputes within a client business (more than one owner/manager)
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.
Unless otherwise agreed by all parties, we will supply information regarding the business to the normal place of the business.
If conflicting advice, information or instructions are received from different owners/managers within the business, we will refer the matter back to the normal place of business, and will take no further action until the owners/managers have agreed the action to be taken and notified us.
As an incidental part of our Progression Accountancy services, we may advise you on investment matters. We are not, however, authorised to undertake specific product advice which should more appropriately be carried out by an independent financial adviser.
Therefore, if we identify that financial advice is required, or if you request advice, then we will arrange an introduction to our financial adviser through Progression Financial Planning.
The financial adviser will take full responsibility for all aspects of compliance under any regulations required by the Financial Services and Markets Act 2000.
As a result of our introducing you, we may receive commission. If required/agreed, we will only charge for work carried out assisting the adviser and yourself with tax or other factual information and support.
Insofar as we are permitted to so by law or our 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.
Limitation of liability
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.
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.
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 if the delay or failure is caused by circumstances outside our reasonable control.
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 misrepresented to us. 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.
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 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.
Limitation of third party rights
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.
We accept no responsibility to third parties to whom the engagement letter is not addressed, or 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.
Period of engagement and termination
Unless otherwise agreed, our work will begin when we receive your proposal acceptance. We will only be responsible for periods detailed within that proposal, and subsequent periods until termination.
After the period that has been detailed within your initial proposal has elapsed, each of us may terminate our further engagement at any time, and we please ask that, if you wish to terminate, you give us at least 21 days’ notice so we can tie up any loose ends before conversing with your new accountant.
If our engagement is terminated within the first 12 months of our engagement, then we will issue a final invoice or credit note for the work performed to date, adjusted by invoices raised to date, as detailed within our original proposal.
If you fail to cooperate with us, or we have reason to believe that you have provided us or HMRC with misleading information, 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.
In the event of termination, by either party, we will send you handover information. We will endeavour to agree with you the arrangements for the completion of any 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.
Professional rules and statutory obligations
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC only 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.
Retention of papers
You have a legal responsibility to retain documents and records relevant to your business and tax affairs. During the course of our work, we may collect information from you and others relevant to these.
Information can be electronically stored.
Please review the current guidelines from HMRC.
We reserve the right to charge a holding fee for any tangible papers that have not been collected by you, if this has been agreed, and we haven’t been able to return them to you ourselves.
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 to:-
A duty under section 330 of the Proceeds of Crime Act 2002 (POCA) is imposed upon us to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion constitutes a criminal offence.
The offence of money laundering is defined in the POCA and includes concealing, converting, using or processing 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 benefit.
The law obliges us to report any suspicion of money laundering to SOCA without your knowledge or consent. We may commit a criminal offence of tipping off if we were to inform you that a report had been made. As a result, neither the firm’s principals nor staff may enter into any correspondence or discussion with you regarding such matters.
We are not obliged to undertake work for the sole purpose of identifying suspicions of money laundering.