Terms of engagement

Terms and conditions in respect of the work undertaken for

Introduction

1. 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 separate letters of engagement.

Applicable law

2. This engagement letter, the schedule of services and our 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.  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

3. PRB Accountants LLP are registered with the Institute of Chartered Accountants in England and Wales and can be found on the register of members at http://www.icaew.com

4. We are registered as auditors by the Institute of Chartered Accountants in England and Wales and details of our registration can be found at auditregister.org.uk under reference number C001256853 or at http://www.icaew.com.

Bribery Act 2010

5. 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.

Communication

6. 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.

7. 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 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.

Confidentiality

8. Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.

9. You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

10. In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

11. You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.

12. 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.

13. If we use external or cloud based systems, we will ensure confidentiality of your information is maintained.

14. We reserve the right, for the purpose of promotional activity, training or for other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.

Conflicts of interest         

15. 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. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.

16. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at com/en/membership/regulations-standards-and-guidance/ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

Data Protection

17. This clause applies to personal data provided by or on behalf of you in connection with an agreement to provide business services or any engagement letter.

17.1    We are committed to ensuring the protection of the privacy and security of any personal data which we process. Your attention is drawn to the following clauses in this section which details how we treat personal data received by us in the provision of our services during our engagement with you. By signing this letter, you confirm that you have read and understood these clauses and any privacy notice referred to therein.

17.2    In this section 17 the following definitions shall apply:

‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;

‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;

‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;

‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and

‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003)

17.3    We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.

17.4    You shall only disclose client personal data to us where:

(i) you have provided the necessary information to the relevant data subjects    regarding its use and you may use or refer to our privacy notice available at www.prbmp.com for this purpose;

(ii) you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and

(iii) you have complied with the necessary requirements under the data protection legislation to enable you to do so.

17.5    Should you require any further details regarding our treatment of personal data,

          please contact Chris Whitley-Jones at cwhitley-jones@prbmp.com                                                     

17.6    We shall only process the client personal data:

(i) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;

       (ii) in order to comply with our legal or regulatory obligations; and

                         (iii) where it is necessary for the purposes of our legitimate interests and

                  those interests are not overridden by the data subjects’ own privacy rights.

                  Our privacy notice available at www.prbmp.com contains further details as 

                  to how we may process client personal data.                                                                         

17.7    For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation. 

17.8    We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.

17.9    In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

(a) we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;

(b) we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or

(c) we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.

17.10  Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.

18. We will use appropriate technical and organisational measures to protect against         unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. We will not sub-contract any processing of personal data unless that personal data continues to be subject to an appropriate level of protection. To the extent that we act as data processor for you, we will only process personal data in accordance with your instructions.

Disengagement

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

20. Should we have no contact with you for a period of 12 months or more we may issue a disengagement letter and hence cease to act.

Ethical guidelines

21. We are bound by the 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 ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be seen at icaew.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

Fees

22. Our 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 we provide, as well as the level of risk.

23. If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
24. Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our 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 us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

25. 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.
26. We will bill annually/monthly and our invoices are due for payment 14 days of issue. 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 our work for you will be added to our invoices where appropriate.

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

28. It is our normal practice to issue “Applications for Payment” when dealing with continuous or recurring work. The payment terms for “Applications for Payment” are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment.
29. We reserve the right to charge interest on late paid invoices at the rate of 1.5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. 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.

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

Intellectual property rights

31. 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.

32. You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.

Interpretation

33. If any provision of our engagement letter or terms of business is held to be void, 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.

Internal disputes

34. 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 party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principles in the business we will refer the matter back to the directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

Investment services

35. Investment business is regulated under the Financial Services and Markets Act 2000.
36. 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.

Lien

37. 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

38. 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.

39. 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.

40. 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.

41. Exclusion of liability relating to the discovery of fraud etc

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.

42. 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.

43. Limitation of aggregate liability

Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm its partners agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work.  By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances.  If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.      

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 members or employees; on a personal basis.

The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017

44. In accordance with the Criminal Finances Act 2017 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2007 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to The National Crime Agency (NCA).

45. In accordance with the Criminal Finances Act 2017 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2007 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to The National Crime Agency (NCA).

46. You also acknowledge that we are required to report directly to NCA 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.

47. 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.

48. 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.

Period of engagement and termination

49. 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.
50. Each of us may terminate this 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.
51. 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

52. In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at [www.prbmp.com] or at our offices

Quality of service

53. 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 Chris Whitley-Jones.
54. 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

55. 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

56. 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 if requested.  Documents and records relevant to your 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, LLPs and other corporate entities

–  6 years from the end of the accounting period;

57. 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 parties

58. 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 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.

Timetable

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

60. 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.

Other Services
Apart from the specific work to be undertaken (see next section), we will be pleased to discuss with you other matters such as:

• Advice on taxation matters;
• Advice on all financial matters;
• Management accounting services, including such matters as a review of the system of bookkeeping and the installation of a budgetary control system for management;
• Reports for special purposes, eg for the acquisition of other businesses and investigation into specific aspects of the business;
• Referral to an independent financial advisor with regard to investment of both businesses and personal funds or with regard to pension arrangements and insurance;
• Advice on the formation of a limited company or a limited liability partnership;
• Review of a taxpayer’s estate position.

Work to be Undertaken
Each category of work to be undertaken is described in separate schedules. This engagement letter should be read in conjunction with such schedules:

Helpline Service Schedule

PRBookkeeping Annual Helpline & Tax Return Service Schedule