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Terms of Business

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

1.0 Professional rules and practice guidelines

1.1 We 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 accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC 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. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/membershandbook. We confirm that we are Registered Auditors eligible to conduct audits under the Companies Act 2006. For audit work, the Audit Regulations and Guidelines can be found at www.iceaw.com/auditnews.

2.0 Investment advice

2.1 If during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. Such advice may include general advice on pensions or buying and selling of businesses. In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants' Compensation Scheme in respect of exempt regulated activities undertaken.

2.2 We are not authorised by the Financial Services Authority. However, we are included on the Register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register.]

3.0 Commissions or other benefits

3.1 In some circumstances we or one of our associates may receive commissions or other benefits for introductions to other professionals or transactions we or such associates arrange for you. In this case, when requested by you in writing, we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits exceed 250 in any one transaction. The fees you would otherwise pay as described below will not be reduced by such amounts. You agree that we or our associates can retain the commission or other benefits without being liable to account to you for any such amounts.

4.0 Clients' money regulations

4.1 We 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.

4.2 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 75.00. 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 we 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.

4.3 We 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 our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.

5.0 Retention of records

5.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We 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;

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

6.0 Conflicts of interest and independence

6.1 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 unless we are unable to do so because of our confidentiality obligations. We 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 we regret that we will unable to provide further services.

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

7.0 Confidentiality

7.1 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 authorise by you to disclose information on your behalf this undertaking will apply during and after this engagement.

7.2 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontracting will be bound by our client confidentiality terms.

7.3 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.

8.0 Data Protection

8.1 We confirm that we will comply with the provisions of the Date Protection Act 1998 when processing personal data about you. In order to carry out the services under the engagement letter 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 date about you.

9.0 Proceeds of Crime Act 2002 and Money Laundering Regulations 2007

9.1 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:

have due diligence procedures for the identification of all clients;

maintain appropriate records of evidence to support customer due diligence; and

report in accordance with the relevant legislation and regulations.

10.0 Quality control

10.1 As part of our ongoing commitment to providing a quality service, our 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 our principals and staff.

11.0 Help us give you the best service

11.1 We wish to provide a high quality of service at all times. 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 contacting either Robert Egerton or Philip Helps on 08452 417417.

11.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Institute of Chartered Accountants in England and Wales (www.icaew.co.uk)

12.0 Limitation of third party rights

12.1 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 engagement letter that a specified third party may rely in our work. We accept no responsibility to third parties, inducing 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 if 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.

13.0 Fees

13.1 Our fees are calculated on the basis of the time spent on your affairs by the directors, managers and staff and on the levels of skill or responsibility involved. Our fees will be billed as appropriate, together with outlays and VAT, and our invoices will be due for payment when issued.

13.2 If we need to do work outside the responsibilities outlined in our engagement letter, we will advise you in advance. This will involve additional fees.

13.3 We normally ask clients to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees for work performed under our engagement letter for the current and ensuing years. When we have been able to assess the amount of work and time involved, we would be grateful if you would pay regularly.

13.4 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. We accept settlement of fees by certain credit cards.

14.0 Applicable law

14.1 Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from or under them. 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 inconvenient forum, or to claim that those courts do not have jurisdiction.

15.0 The Provision of Services Regulations 2009

15.1 We are registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk under reference number C009046239

15.2 Our professional indemnity insurer is Markel (UK) Limited of Riverside West, Whitehall Road, Leeds LS1 4AW'. 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.

16.0 Client identification

16.1 As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.

17.0 Disengagement

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

18.0 Electronic and other communication

18.1 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.

18.2 With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We 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 we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch. 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.

19.0 Implementation

19.1 We will only assist with implementation of our advice if specifically instructed and agreed in writing.

20.0 Intellectual property rights

20.1 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.

21.0 Interpretation

21.1 If any provision of our 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.

22.0 Internal disputes within a client

22.1 If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one part 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 directors. If conflicting advice, information or instructions are received from different directors in the business we will refer the matter back to the board of directors and take no further action until the board has agreed the action to be taken.

23.0 Lien

23.1 Insofar as we are permitted to 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.

24.0 Termination of engagement

24.1 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 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.

24.2 In the event of termination of our 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.

25.0 Reliance on advice

25.1 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.

26.0 LIMITATION OF LIABILITY

26.1 We have reviewed the extent of our liability to you in respect of the professional services described within this engagement letter (the professional services). Having considered both your circumstances and our own, we have reached a view that twenty times the standard fee charged represents a fair maximum limit to our liability.

In reaching this agreement it is also agreed that:

In the event of any claim arising in respect of the professional services, you have agreed that the sum of twenty times the standard fee charged represents the maximum total liability to you in respect of the firm, its directors and staff. This maximum total liability includes any claims in respect of breaches of contract, tort or otherwise in respect of the professional services and shall also include interest;

We acknowledge that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its directors or employees; and 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 employees on a personal basis.

Exclusion of liability for loss caused by others

We 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 us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.

We will not be liable for any such losses, penalties, surcharges, interest or additional tax liabilities arising from entering into any tax mitigation scheme, whether Disclosure of Tax Avoidance Scheme (DOTAS) registered or not provided directly by any third party.

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Stanley Joseph - Durham Accountant, Business Advice, Tax Advice, Tax Returns, Durham, Uk
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