TERMS OF BUSINESS – Last updated 17 August 2016

 

The following terms of business apply to all engagements accepted by Catherine Bennett Ltd. All work is carried out under these terms except where changes are expressly agreed in writing.

 

1              Applicable Law

 

1.1          My engagement 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 this engagement letter and any matter arising from it on any basis. 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

 

2.1          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 documentation as I require for these purposes and/or make searches of appropriate databases.

 

3              Client Money

 

3.1          I may, from time to time, hold money on your behalf. The 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.

 

3.2          All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £25.00. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then I will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.

 

3.3          I will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in my client account that are unclaimed and the client to which they relate has remained untraced for five years or I as a firm cease to practice then I may pay those monies to a registered charity.


4              Commissions and Other Benefits

 

4.1          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.

 

5              Complaints

 

5.1          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.

 

6              Confidentiality

 

6.1          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 this engagement.

 

6.2          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.

 

6.3          I 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 I will not disclose any confidential information.

 

7              Conflicts of Interest

 

7.1          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 unless I am unable to do so because of my confidentiality obligations. 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.

 

7.2          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 I will adopt those safeguards. I reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above.

 

8              Data Protection

 

8.1          I confirm that I 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 under the engagement letter and for related purposes such as updating and enhancing my client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention I may obtain, process, use and disclose personal data about you.

 

9              Disengagement

 

9.1          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 2 years or more I may issue to your last known address a disengagement letter and hence cease to act.

 

10           Electronic and Other Communication

 

10.1        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.

 

10.2        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 dispatch. 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 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.

 

10.3        Any communication 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.

 

11           Fees and Payment Terms

 

11.1        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 that I provide, as well as the level of risk.

 

11.2        If I provide you with an estimate of my fees for any specific work, then the estimate will not be contractually binding unless I explicitly state that that will be the case.

 

11.3        Where 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.

 

11.4        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. You will need to advise me of any such insurance cover that you have. You will remain liable for my fees regardless of whether all or part are liable to be paid by your insurers.

 

11.5        I will bill quarterly or annually depending on the particular engagement and my invoices are due for payment within 14 days of issue. Tax returns and accounts will not be submitted to the relevant authority until payment for the service provided has been paid in full. 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.

 

11.6        Unless otherwise agreed to the contrary my fees do not include the costs of any third party, counsel or other professional fees.

 

11.7        It is my normal practice to ask clients to pay by monthly standing order and to periodically adjust the monthly payment by reference to actual billings.

 

11.8        I reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. I also reserve the right to suspend my services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. I intend to exercise these rights only where it is fair and reasonable to do so.

 

11.9        If you do not accept that an invoiced fee is fair and reasonable you must notify me within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

 

11.10     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.

 

12           Implementation

 

12.1        I will only assist with implementation of my advice if specifically instructed and agreed in writing.

 

13           Intellectual Property Rights

 

13.1        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.

 

14           Interpretation

 

14.1        If any provision of my engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. 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.


15           Internal Disputes with a Client

 

15.1        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 or the partnership and take no further action until the board/partnership has agreed the action to be taken.

 

16           Investment Advice (including insurance mediation services)

 

16.1        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.

 

17           Lien

 

17.1        Insofar as I am permitted to 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 Third Party Rights

 

18.1        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.

 

19           Termination of Engagement

 

19.1        Each of us may terminate our 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 this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

 

19.2        In the event of termination of our 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.

 

20           Professional Rules and Statutory Obligations

 

20.1        I will observe and act in accordance with the bye-laws, regulations and code of ethics 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 in my offices. The requirements are also available on the internet at www.icaew.com/regulations.

 

21           Quality Control

 

21.1        As part of my ongoing commitment to providing a quality service, my files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as myself as principal.

 

22           Reliance on Advice

 

22.1        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

 

23.1        You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of my work I may collect information from you and others relevant to your tax and financial 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: 5 years and 10 months after the end of the tax year;
  • otherwise: 22 months after the end of the tax year;

 

Companies and Limited liability partnerships:

  • 6 years from the end of the accounting period;

 

23.2        Whilst certain documents may legally belong to you, unless you tell us not to, I intend to destroy correspondence and other papers that are more than seven years old, except documents I think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.

 

24           The Provision of Services Regulations 2009

 

24.1 Our professional indemnity insurer is Ambant Underwriting Services Limited at 51 Limit Street, London EC3M 7DQ. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.