1. Applicable law
My engagement letter and my 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 the 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.
2. Client identification
As with other professional services firms, I am required to identify my clients for the purposes of the UK anti-money laundering legislation. I may request from you, and retain, such information and documents as I require for these purposes and/or make searches of appropriate databases.
3. Client money
I 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.
4. Commissions and other benefits
In some circumstances I may receive commissions or other benefits for introductions to other professionals or in respect of transactions which I arrange for you. Where this happens I will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with mine. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.
I am committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of my service please contact me. I agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to my professional body, the Institute of Chartered Accountants in England and Wales.
Communication between us is confidential and I shall take all reasonable steps to keep confidential your information except where I am required to disclose it by law, by regulatory bodies, by my insurers or as part of an external peer review. Unless I am authorised by you to disclose information on your behalf this undertaking will apply during and after the engagement.
I may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by my client confidentiality terms.
I reserve the right, for the purpose of promotional activity, training or for similar business purpose, to mention that you are a client. As stated above I will not disclose any confidential information.
7. Conflicts of interest
I will inform you if I become aware of any conflict of interest in my relationship with you or in my relationship with you and another client. I 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 I regret that I will be unable to provide further services. If this arises, I will inform you promptly.
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 I will adopt those safeguards. Where possible this will be done on the basis of your informed consent. I 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.
8. Privacy notice
My privacy notice and all the details pertaining to GDPR compliance is detailed here.
Should I resign or be requested to resign I will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Should I have no contact with you for a period of 12 months or more I may issue to your last known address a disengagement letter and thereafter cease to act.
10. Electronic and other communication
Unless you instruct me otherwise I 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.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. I 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 I cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can I 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 agree to bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let me know and I will communicate by paper mail, other than where electronic submission is mandatory.
Any communication by me with you sent through the postal system is deemed to arrive at your postal address two working days after the day that the document was sent.
11. Fees and payment terms
My 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 I provide, as well as the level of risk.
If I provide you with an estimate of my fees for any specific work, the estimate will not be contractually binding unless I explicitly state that will be the case. Otherwise, my fees will be calculated on the basis of the hours worked by myself necessarily engaged on your affairs, multiplied by my charge-out rate per hour, VAT being charged thereon. Indicative hourly charge-out rates are as follows:
· Naeem Anwar FCA £300
If my hourly charge changes, this web page will be updated and you will be informed if the increase affects you and/or your overall agreed fee is affected by the change.
If requested, I may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not my 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 me, due to unforeseen circumstances, that a fee quote is inadequate, I reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
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 insurance was arranged through me, you will need to advise me of any such insurance cover you have. You will remain liable for my fees regardless of whether all or part are liable to be paid by your insurers.
I will bill monthly, quarterly, half-yearly or annually as agreed and my invoices will be due for payment upon presentation. My fees are exclusive of VAT which will be added where it is chargeable. Any disbursements I incur on your behalf, and expenses incurred in the course of carrying out my work for you, will be added to my invoices where appropriate.
Unless otherwise agreed to the contrary, my fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil my engagement, such necessary additional charges may be payable by you.
It is my normal practice to ask clients to pay by monthly direct debit and periodically to adjust the monthly payment by reference to actual billings.
I reserve the right to suspend my services or to cease to act for you, having given written notice, if payment of any fees is unduly delayed. I intend to exercise these rights only if it is fair and reasonable to do so.
If you do not accept that an invoiced fee is fair and reasonable, you must notify me within 7 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 my fees, I reserve the right to seek payment from the individual (or parent company) giving me instructions on behalf of the client, and I shall be entitled to enforce any sums due against the group company or individual nominated to act for you.
I will only assist with implementation of my advice if specifically instructed and agreed in writing.
13. Intellectual property rights
I will retain all copyright in any document prepared by me during the course of carrying out the engagement save where the law specifically provides otherwise.
If any provision of the engagement letter is held to be void, then that provision will be deemed not to form part of the contract and the remainder of the agreement shall be interpreted as if such provision had never been inserted.
In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter will take precedence.
15. Internal disputes within a client
If I 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 my client is the business and I would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties I will continue to supply information to the 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 I will refer the matter back to the board of directors/the partnership/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.
16. Investment advice (including insurance mediation services)
Investment business is regulated under the Financial Services and Markets Act 2000.
If, during the provision of professional services to you, you need advice on investments, including insurances, I may have to refer you to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body as I am not authorised to give such advice.
Insofar as I am permitted to do so by law or professional guidelines, I reserve the right to exercise a lien over all funds, documents and records in my possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
18. Limitation of liability
I will provide my services with reasonable care and skill. My liability to you is limited to losses, damages, costs and expenses directly caused by my negligence or wilful default.
Exclusion of liability for loss caused by others
I will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to me of incomplete, misleading or false information or if they are caused by a failure to act on my advice or a failure to provide me with relevant information or a failure to send information within a reasonable timeframe before the submission deadline.
Exclusion of liability in relation to circumstances beyond my control
I will not be liable to you for any delay or failure to perform my obligations under the engagement letter if the delay or failure is caused by circumstances outside my reasonable control.
Exclusion of liability relating to the discovery of fraud etc.
I will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service I am providing is withheld or concealed from me or misrepresented to me. 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.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which I have agreed to perform with reasonable care and skill) have been evident to me without further enquiry beyond that which it would have been reasonable for me to have carried out in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify me and my 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 my advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at my usual rates for the time that I spend in defending it.
You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against my firm or the directors on a personal basis.
19. Limitation of Third Party rights
The advice and information I provide to you as part of my service is for your sole use and not for any third party to whom you may communicate it unless I have expressly agreed in the engagement letter that a specified third party may rely on my work. I 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 my 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 Contracts (Rights of Third Parties) Act 1999.
20. Period of engagement and termination
Unless otherwise agreed in the engagement covering letter, my work will begin when I receive your implicit or explicit acceptance of that letter. Except as stated in that letter I will not be responsible for periods before that date.
Each of us may terminate the agreement by giving not less than 21 days notice in writing to the other party except where you fail to cooperate with me or I have reason to believe that you have provided me or HMRC with misleading information, in which case I may terminate the 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 of the contract, I will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless I am required for legal or regulatory reasons to cease work immediately. In that event, I shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
21. Professional rules and statutory obligations
I will observe and act in accordance with the regulations, standards and guidance 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 me the authority to correct errors made by HMRC where I become aware of them. I will not be liable for any loss, damage or cost arising from my compliance with statutory or regulatory obligations. You can see copies of these requirements at my offices. The requirements are also available on-line at www.icaew.com/regulations.
22. Reliance on advice
I 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 I 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 me in writing.
23. Retention of papers
You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of my work I may collect information from you and others relevant to your tax affairs. I 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: five years and ten months after the end of the tax year; otherwise: 22 months after the end of the tax year;
Companies, LLPs and other corporate entities:
six years from the end of the accounting period;
Whilst certain documents may legally belong to you, I may destroy correspondence and other papers that I store, electronically or otherwise, which are more than seven years old. You must tell me if you require the return or retention of any specific documents for a longer period.
24. The Provision of Services Regulations 2009 (‘Services Directive’)
In accordance with my professional body rules, I am required to hold professional indemnity insurance. Details about the insurer and coverage can be found at my offices.
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