INTRODUCTION

These terms and conditions set out the general terms under which we undertake our business.

The specific conditions relating to particular assignments will be covered in your Scope Letter which follows this.

APPLICABLE LAW

This Engagement Letter, our standard terms and conditions of business and the schedule of services and are governed by, and should be construed in accordance with UK law. Each party agrees that the courts of the UK 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.

AUTHORISATION AND REGISTRATION

We are registered with Institute of Chartered Accountants in England and Wales (ICAEW) and hold a Practice Licence (Practice Number: C005633382). 

BRIBERY ACT 2010

In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its partners and staff from offering or receiving bribes.

CLIENT MONIES

We will not hold money on your behalf.

Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.

COMMISSIONS OR OTHER BENEFITS

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 of the amount and terms of payment. 

COMMUNICATION

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. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices.

With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. 

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, other than where electronic submission is mandatory. There will be an additional cost for printing, postage and time in this regard.

Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.

CONFIDENTIALITY

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. 

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.

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.

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 cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. We will inform you of this at the time.

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.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

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.

DATA PROTECTION ACT 1998

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.

DISENGAGEMENT

Should we resign or be requested to resign a disengagement letter will be issued to ensure that our respective responsibilities are clear.

Should we have no contact with you for a period of 3 months or more after we have tried to contact you we may issue a disengagement letter and hence cease to act. Where fees remain unpaid we may issue a disengagement letter after 14 days.

ETHICAL GUIDELINES

We are bound by the ethical guidelines of the Institute of Chartered Accountants in England & Wales and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be seen at https://www.icaew.com/technical/ethics/icaew-code-of-ethics/icaew-code-of-ethics. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

FEES

We require the monthly software rental fee to be paid via direct debit set up via our preferred supplier, currently this is GoCardless. We will pick of the fees for this services.

We operate both a fixed fee and hourly rate depending on the work being done. You will be informed of these in advance of the specific work being carried out as well as whether payment is required in advance or on completion. 

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.

We will generally bill upon completion of the work and our invoices are due for payment on the due date as shown on the invoice. Our fees are inclusive 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.

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

It is our normal practice to ask clients to pay upon completion of any ad hoc piece of work being completed before any submission to HMRC / Companies House is made.

We reserve the right to charge interest on late paid invoices at the rate of 1.5% per month. 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.

If you do not accept that an invoiced fee is fair and reasonable you must notify us within 14 days of receipt, failing which you will be deemed to have accepted that payment is due.

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.

IMPEMENTATION

We will only assist with implementation of our advice if specifically instructed 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.

INTERPRETATION

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.

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.

INVESTMENT SERVICES

Investment business are regulated under the Financial Services and Markets Act 2000. For the avoidance of doubt, we are not compliant with this act.

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 are not. We receive a one off commission of 50% of the fee the insurance brokers charge you in the first year as referral fee. 

LIEN

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.

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 subject to a maximum of our fee income.

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 under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

Exclusion of liability relating to the discovery of fraud and related or associated acts:

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.

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.

Limitation of aggregate liability:

You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals or employees on a personal basis.

MONEY LAUNDERING REGULATIONS 2007

In accordance with the Proceeds of Crime Act and Money Laundering Regulations 2007 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).

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.

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.

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.

NOTIFICATION

We shall not be treated as having notice, for the purposes of our companies house, accounts & tax responsibilities, of information provided to members of our firm other than those engaged on the specific assignment.

PERIOD OF ENGAGEMENT AND TERMINATION

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.

Each of us may terminate this agreement by giving not less than 30 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. Fees for annual pieces of work will fall due immediately upon you giving 7-days’ notice to us.

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.

PROVISION OF SERVICES REGULATIONS 2009

In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be provided upon request.

QUALITY OF SERVICE

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 Craig Hopkins.

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 Institute of Chartered Accountants in England and Wales.

RELIANCE ON ADVICE

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.

RETENTION OF RECORDS

You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your affairs. We will return any original documents to you. Documents and records relevant to your affairs are required by law to be retained as below:

• INDIVIDUALS, TRUSTEES & PARTNERSHIPS
  • with trading or rental income: 6 years  after the end of the tax year;
• Companies, LLPs and other corporate entities
  • 6 years from the end of the accounting period;

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.

THIRD PARTY

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.

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.

TIMETABLE

The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.

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. This will also help to minimise the overall fees where work is charged on an hourly basis.

SUBCONTRACTORS

We are bound by the terms and conditions of our software providers and these terms are included here. They can be accessed at:

https://www.xero.com/uk/about/terms/

https://www.receipt-bank.com/terms-conditions/

Were we subcontract out any segment of the work we undertake to ensure all work agreements will comply with the EU Data Protection Directive (GDPR).

SCHEDULE OF SERVICES

Here are the individual terms related to the specific services you may have signed up for.

Xero Accounting Software

We will open a Xero account for you if you don’t already have one. If you already have an existing subscription, together we will transfer it over to our company. We will pay for your access subscription every month – as well as any bank feed charges – and recharge you. You will have full access to Xero for all your accounts information and needs.

Cloud Based Accounting Set-up 

We’ll set everything up everything for you and get your bank accounts linked to the system. The set up will include having property specific tracking categories so you can track and monitor each property going forward. This includes both income statement (income and expenses) as well as the balance sheet (assets and liabilities).

If you have a list of supplier details we’ll make sure they’re uploaded in the system too. We’ll talk you through how to access everything on your laptop. If you’re going to be using apps that integrate with Xero, like Receipt Bank, we’ll set these up too. 

The setup fee for this service is payable in advance before we start work. This work will be undertaken by a related party.

Receipt Bank

We will open a Receipt Bank account for you if you don’t already have one. If you already have an existing subscription, we will create a new account for you and link it to Xero. We will pay for your access subscription every month and recharge you. You will have full access to Receipt Bank for all your accounts information and needs.

Bookkeeping Catch-up 

If you’re a bit behind we’ll ensure all your bookkeeping is brought back up to date. We can work through every financial transaction your business has made, whether it was in the bank account, on the credit card or in cash. This ensures every possible expense is logged to maximise any deductions you’re allowed for tax, to keep your tax bill as low as legitimately possible! 

Our fees are based on the time taken to catch-up. There are some things you can do to better prepare this information that will significantly reduce the cost and time taken to catch up your accounts. You may also wish to collect and filter this information in the first instance before handing it over to us to save on fees. The estimated fee for this service is payable in advance before we start work. We’ll keep you updated as to the cost as the work progresses.

Bookkeeping – Self Service

Once properly set up, we will train you on how to manage the accounts on a day to day basis. With the benefits of Xero (automatic bank feeds & bank “rules” (learning from previous postings)) & Receipt Bank (Record retention & Optical Character Recognition) maintaining your own records is a quick, easy & painless process. 

To keep your costs low, we generally suggest that day to day accounting is maintained by you. 

Bookkeeping – Outsourced to Property Accounts

We can keep your books up to date. We’ll work through every financial transaction your business makes

(via the bank statement feeds). We’ll track rental income every month. We’ll classify your expenses and link them with an image of the corresponding receipt so you know what you’re spending on what and have an audit trail should you ever need it. This ensures every possible expense is logged to maximise any deductions you’re allowed for tax, to keep your tax bill as low as legitimately possible! 

Our fees are based on the time taken to process your accounts each month. However, certain transactions will not clearly indicate which property they relate to and we will thus need to refer these back to you for clarification. 

At year end we are able to assist with specific year end functions (such as grossing up rental income received net from a letting agent). Please contact us at the time to discuss the extent of year end assistance you require.

Self Assessment Taxation 

We can prepare and submit your tax return to HMRC for you. Where there are tax issues outside of our expertise we will use a well-established, specialist as a consultant. Where any additional costs are anticipated, this will be communicated and agreed before undertaking the work.  

Company Accounts

We can prepare annual account and submit these to Companies House on your behalf. We can prepare your annual tax return, discuss it telephonically with you and submit it to HMRC on your behalf. 

Company Secretarial

We can set up your limited liability company and act as your registered office.  We can amend the tax year and inform HMRC of this. We will be able to add or remove directors and submit your Annual Return.

GoCardless

For monthly payments we will set you up with GoCardless to enable payments to be made via standing order. This reduces the time it takes for us to process and monitor payments and helps to keep costs down. There is a fee for this service and it is included in your monthly software subscription.