TERMS OF BUSINESS
Last revised: 4 August 2011 The following standard terms of business (“the Terms”) apply to all services that Creaseys LLP (“LLP”, “us”, “our” or “we”) provide to you, the client.
All work carried out now and in future is subject to these Terms except where changes are expressly agreed in writing.
You will also have been issued with an engagement letter (“the Letter”), setting out the details of the work that you have requested we undertake on your behalf. Any further or additional instructions from you must be confirmed in writing. The terms of the Letter and these Terms will together form the contract between us. If there is any inconsistency between the terms of the Letter and these Terms, the terms of the Letter will take priority. If any provision of these Terms or the Letter is held to be void, then that provision will be deemed not to form part of the contract between us.
You should be aware that we are an English limited liability partnership and therefore we have members and not partners, although we may sometimes refer to ourselves as partners. This contract is made between you and Creaseys LLP and not the individual members. Accordingly you agree to pursue only Creaseys LLP for any claim in connection with our services.
1 Professional obligations
1.1 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 at our offices. In particular, you give us the authority to correct errors made by HMRC when 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.
1.2 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, or to our insurers or auditors, or as provided for in regulatory, ethical or other professional pronouncements applicable to our engagement. Unless you authorise us to disclose information this undertaking will apply during and after our engagement.
1.3 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.
1.4 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.
1.5 We reserve the right to act during our engagement with you for other clients whose interests may be contrary to yours. We will notify you immediately should we become aware of any such conflict of interest, or risk of such conflict, to which we are subject in relation to you. Where we are instructed by two or more people it is possible that, as well as having a common interest in having one firm carry out your work for you, situations might arise where your interests conflict. 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. 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.
1.6 By agreeing to these Terms and the Letter, you give your informed consent to us to provide information and documentation relating to the work carried out for you, or any information or documentation relating to you and held by us from time to time, to your spouse or partner or, where we received joint instructions from you and other parties, to any such other party. If you do not wish specific information to be made available in such a way, you must expressly advise us in writing.
1.7 In accordance with the disclosure requirements of the Services Regulations 2009, our professional indemnity insurers are Travelers Professional Risk Ltd of Exchequer Court, 33 St Marys Axe, London EC3A 8AG. 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 bought in any court in the United States of America or Canada.
2 Investment Business
2.1 If during the provision of services to you, we identify that you may need advice on investments, pensions, mortgages or other financial services, we may refer you to a Permitted Third Party. Please see Clause 11.3 of these Terms in this regard. We are not authorised by the Financial Services Authority to provide investment business advice however we are licensed by the Institute of Chartered Accountants in England and Wales to provide certain investment services only where they are complementary to, or arise out of, the professional services we are providing to you.
3 Client monies
3.1 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 LLP’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 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 £50. Any such interest would be calculated using the prevailing rate applied by National Westminster Bank Plc for deposits up to £1,000 subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
3.3 If the total sum of money held on your behalf exceeds £10,000 for a period of 30 days, or such sum is likely to be held for 30 days, then the money will be placed in an interest-bearing client bank account. All interest earned on such money will be paid to you. Subject to any tax legislation, such interest will be paid gross.
4.1 When we receive a new instruction from you we will do our best to provide an estimate for our fees. Unless we state otherwise this will be an estimate and not a fixed fee. The estimate will not be contractually binding unless we specifically state that that will be the case.
4.2 If the work we originally envisaged doing for you changes substantially such that our likely charges or expenses change significantly we will inform you in writing (whether by letter, email or fax). If we inform you in writing and you do not respond but continue to instruct us then we will assume that you have agreed to the changes.
4.3 If we agree a fixed fee this will only apply to the work we agree in writing at the time of giving the fixed fee and is subject to the assumptions set out in writing. If you then ask us to do extra work then we will charge for that extra work.
4.4 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed in the Letter for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis.
4.5 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, the importance and value of the advice that we provide as well as the level of risk.
4.6 Our fees are exclusive 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 work for you will be added to our invoices where appropriate. For the avoidance of doubt, our fees do not include costs of any third party, counsel or other professional fees.
4.7 It is our policy to require payment on account for all material expenses. Please note that we have no obligations to make such payments on your behalf unless you have provided us with funds for that purpose.
4.8 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 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.
4.9 If it is necessary to carry out work outside the responsibilities initially agreed, it will involve additional fees. Accordingly we would like to remind you that it is in your interest to ensure that all available information is supplied promptly by you.
4.10 Our invoices are payable in full on presentation. We reserve the right to charge interest on any overdue amount, calculated on a daily basis at 3% above the prevailing National Westminster Bank base rate. 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.
4.11 If you have any query on one of our invoices, you must raise it with us in writing as soon as possible and, in any event, no later than 30 days after the invoice date. If no such query is received, the invoice will be deemed to have been accepted.
4.12 We do not accept payments in cash. If you deposit cash directly into our bank account we reserve the right to charge for additional checks we deem necessary regarding the source of the funds.
4.13 Where we are instructed to act on behalf of a limited company, the director or directors giving us the instructions acknowledge that they are personally responsible for ensuring that the company is in a position to discharge our fee accounts together with VAT and disbursements, and that they will ensure that the company actually does so. We reserve the right to enforce the collection of any sums due against such persons personally.
5 Commissions and other benefits
5.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions that we arrange for you. For example, where we do not provide a specific service required by you, a fee may be received by us for referring you to another professional accountant or expert or we may receive a commission from a third party in connection with the sale of goods or services to you. Where this happens we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will not be reduced by the amount of commission or benefit and we reserve the right to retain such commissions. By signing these terms and conditions you agree to us retaining such commissions and benefits.
6 Retention of, and access to, records
6.1 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 completion of each assignment.
6.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old. If you require retention of any document you must notify us of that fact in writing.
6.3 Documents and records relevant to your tax affairs are required by law to be retained as follows:
6.3.1 individuals, trustees and partnerships:
188.8.131.52 with trading or rental income: 5 years and 10 months after the end of the tax year;
184.108.40.206 otherwise: 22 months after the end of the tax year;
220.127.116.11 6 years from the end of the accounting period.
7 Advice, copyright and use of materials
7.1 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, or where we agree otherwise in writing.
7.2 Our advice and services relate to the specific matter and circumstances in which you are instructing us. You must not rely on it in different circumstances or offer it to third parties. Please refer to clause 15 below.
7.3 For the avoidance of doubt, provided we do not breach our confidentiality obligations to you, we can use any materials, ideas and documents produced for you in our work for other clients.
8 Quality control
8.1 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, of course, are bound by the same requirements for confidentiality as our principals and staff.
9 Help us to give you the right service
9.1 We are committed to providing you with a high quality service that is both efficient and effective. However, 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 writing to Mr M A Howard.
9.2 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 our professional body the Institute of Chartered Accountants in England and Wales.
10 Electronic communication
10.1 Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means.
10.2 With electronic communications there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties.
10.3 We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However, internet communications are capable of data corruption and therefore, we do not accept any responsibility for damages or loss caused by viruses, or communications which are corrupted or altered after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail 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 any 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.
10.4 It is the responsibility of the recipient to carry out a virus check on any emails and attachments received.
10.5 Any communication by us with you sent through the post or DX system is deemed to arrive at your postal address two working days after the day that the document was sent.
11 Data Protection Act 1998
11.1 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under the Letter, and for other related purposes including carrying out credit checks, 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. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Mr M.A. Howard.
11.2 By accepting these Terms you consent to us carrying out a credit check and storing and processing the information in respect of you resulting from such credit check and provided by the relevant credit agency.
11.3 Unless we hear from you to the contrary, we may provide a Permitted Third Party and/or any other advisers with all relevant information on your circumstances in order to provide the best possible combined service to you.
11.4 If you would prefer that we do not pass your details to a Permitted Third Party and/or any other advisers, please notify us by writing to Mr M. A. Howard or by e-mailing email@example.com.
11.5 You may of course withdraw your consent for your details to be passed to a Permitted Third Party and/or any other advisers at any time by contacting Mr M.A. Howard at the email address set out above.
12 Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007
12.1 In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to identify our clients for the purposes of the UK anti money laundering legislation. In this regard we are required to:-
- “know our client” and maintain identification procedures for all clients and withhold our services until those procedures have been satisfied;
- maintain records of identification evidence;
- report in accordance with the relevant legislation and regulations, to the Serious Organised Crime Agency.
- in certain circumstances, cease acting for you without explaining to you that we have done so, or why.
12.2 We may therefore request from you and retain such information and documentation as we require for these purposes and/or make searches of appropriate databases.
12.3 We shall have no liability to you for any losses that you may incur as a result of any or all of the above.
13.1 We will only assist you with implementation of our advice if specifically instructed and agreed in writing.
14 Internal dispute within your business
14.1 If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of your business, it should be noted that your business is our client (unless the Letter states otherwise) and not the individuals within it, and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the normal place of business for the attention of the proprietors or directors. If conflicting advice, information or instructions are referred from different directors or principals in the business we will refer the matter back to the board of directors or the partnership and take no further action until the board or partnership has agreed the action to be taken.
15 Contracts (Rights of Third Parties) Act 1999
15.1 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 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 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 the agreement constituted by the acceptance of these Terms is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
16 Limitation of liability
16.1 We will provide our professional services in good faith and with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence. However, we will not be held responsible for:
16.1.1 any losses arising from our relying (in circumstances where it is reasonable to do so) on information, instructions or documents supplied by you or others on your behalf which are incorrect, misleading or incomplete or the concealment or misrepresentation by you or others on your behalf of information material to the services we are providing. This applies equally to fraudulent acts, misrepresentation or willful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers; or
16.1.2 any losses suffered by you arising from your failure to act on our advice to respond promptly to communications from us or other relevant authorities; or
16.1.3 any loss of profit, business, contracts, costs or similar loss, whether caused by the negligence, breach of contract or tort of our employees or agents or otherwise, arising out of or in connection with our services; or
16.1.4 delay or failure to perform our obligations under the Letter if the delay or failure is caused by circumstances outside our reasonable control.
16.2 Without limiting the generality of 16.3 below, 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 issued rates for the time we spend in defending it.
16.3 You agree to hold harmless and indemnify us in respect of any claim, whether intentional or unintentional, brought against us orally or in writing in connection with this agreement. We have a legitimate interest in limiting the personal liability of individual employees, consultants and members and you agree that you will not bring any claims against any of those individuals personally in respect of any losses or damages you incur or suffer whether directly or indirectly as a result of the services we have provided. This does not limit or exclude the liability of the LLP for the acts or omissions of our employees, consultants or members.
16.4 From time to time initial advice may be given orally. No decision should be made or action taken (by you) on the basis of such oral advice until you have considered our detailed and specific advice in writing.
16.5 The above limitations shall not operate to exclude any liability which cannot be excluded by law.
17.1 Insofar as we are 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.
18 Period of engagement and termination
18.1 Unless otherwise agreed in the 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.
18.2 You are of course able to terminate our services at any time by notice in writing.
18.3 We may stop acting for you by giving you notice in writing if:
18.3.1 we no longer feel able to act for you for legal or professional ethics reasons;
18.3.2 we are not able to obtain coherent and timely instructions from you;
18.3.3 you fail to pay any of our invoices on or before their due dates or we believe that future payment of our fees or disbursements is at risk;
18.3.4 we have reason to believe that you have provided us or HMRC with misleading information; or
18.3.5 we give you reasonable notice.
18.4 If we stop acting for you (for whatever reason):
18.4.1 we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
18.4.2 you will remain liable for our fees and disbursements (together with VAT at the appropriate rate) incurred up to the date on which we stop acting for you;
18.4.3 we will be entitled to exercise our lien as referred to in clause 17 above;
18.4.4 we will endeavour to agree with you the arrangements for the completion of work in progress at that time, should you require, 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;
18.4.5 and we have had no contact with you for a continuous period of 12 months or more, we may issue to your last known address a disengagement letter and hence cease to act.
18.5 The provisions of the Letter and the Terms shall continue to apply following termination.
19 Applicable law
19.1 These Terms and the Letter we have issued to you 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 these Terms or the 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.
Creaseys LLP is a limited liability partnership (registered in England with the number 0C319671) whose registered office is at 12 Lonsdale Gardens, Tunbridge Wells, Kent TN1 IPA. Creaseys is the trading name of Creaseys LLP
A list of Members is available at the above address
Creaseys LLP is registered to carry on audit work in the UK and regulated for a range of investment business activities by the Institute of Chartered Accountants in England and Wales