Acuity Professional Partnership LLP Standard Terms of Business
The following standard terms of business apply to all engagements accepted by Acuity Professional Partnership LLP. All work carried out is subject to these terms except where changes are expressly agreed in writing.
- As required by the Provision of Services Regulations 2009 (S2009/2999) details of the firm’s professional registrations can be found acuityprofessional.com and audit registration at www.icaewfirms.co.uk
- We will observe and act in accordance with the bye-laws and regulations of the Institute of Chartered Accountants in England and Wales together with their ethical code referred to above. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue and Customs 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.
Professional indemnity insurance
- In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Square Mile Underwriting, 6 Lloyds Avenue, London, EC3N 3AX.
- 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 of America or Canada.
Provision of probate-type services
- We are not licensed or authorised for the reserved legal activity of non-contentious probate. Consequently, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by the ICAEW Probate Compensation Scheme and you will not have access to the Legal Ombudsman.
- We are not authorised by the Financial Conduct Authority to conduct Investment Business. However, one of our group companies, Acuity Professional Advisers Limited is authorised by the Financial Conduct Authority to conduct Investment Business. We shall be glad that firm to introduce you to for this purpose, should you so desire.
Commissions or other benefits
- In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of transactions we or such associates arrange for you, in which case you will be notified in writing of the amount and terms of payment. The fees that would otherwise be payable by you will not be abated by such amounts unless agreed in writing between us. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts.
- If we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts.
- 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 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.
- 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 £25. Any such interest would be calculated using the prevailing rate applied by Barclays Bank plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
- 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 the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
- We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients’ Money Regulations. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return any monies due to you.
- We normally agree fixed fees before commencing our scope of work. From time to time, we may agree to delivery work on a time charge basis and will agree rates in writing prior to commencement. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.
- If it is necessary to carry out work outside the responsibilities outlined in this letter, we will advise you in advance. Any additional work will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.
- Invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. Fees are normally due before the accounts are signed and the financial statements and tax returns are made available for filing.
- 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.
- It is our normal practice to request clients to make arrangements to pay a proportion of their fee on a monthly standing order or participate in a monthly fixed fee arrangement. Standing orders will be applied to fees arising from work agreed in the letter of engagement for the current and ensuing years.
- Our terms relating to payment of amounts invoiced (fees and disbursements) and not covered by standing orders or a monthly fixed fee arrangement, where appropriate, are payable on receipt of invoice. Interest and where appropriate, compensation for recovery costs will be charged on all overdue debts at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998. We accept the settlement of fees by certain credit cards.
- We review our fees and charge out rates regularly to ensure they continue to match the agreed scope of works. To manage wage inflation we will, on an annual basis, increase fees by a level equal to or above the index of average earnings.
- As director/trustees you guarantee to pay personally any fees (including disbursements) for services provided to the company that the company is unable to pay. This clause shall become effective in the event of a receiver or liquidator being appointed to the company or the company otherwise being wound-up.
- In the event that this firm ceases to act in relation to your company’s or business affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.
- If we have to make significant changes to your historic accounting records and/or discover additional work is required to bring your accounts up to date that is over and above the agreed terms, we reserve the right to charge additional fees. These fees will be agreed in advance where possible.
Retention of and access to records
- 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 the preparation of accounts or audit of your financial statements and tax returns. You should retain these records for at least seven years from the end of the accounting year to which they relate. You should retain them for longer if HM Revenue and Customs enquire into your tax returns.
- Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document, you must notify us of that fact in writing.
Conflicts of interest and independence
- We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to confidentiality clause below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you, unless we are unable to do so because of our confidentiality obligations.
- We have safeguards that are 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 be unable to provide further services.
- If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the Code of Ethics of the Institute of Chartered Accountants in England and Wales which can be viewed at be https://www.icaew.com/-/media/corporate/files/technical/ethics/overview-icaew-codeof-ethics-dl.ashx?la=en
- Unless authorised by you to disclose information on your behalf, we confirm that where you provide us with confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our 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 may use sub-contractors who work outside the EEA
- As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our partners and staff.
Help us to give you the right service and complaints
- 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 your partner or client manager. If the matter is not resolved at this stage, please contact email@example.com.
- 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 of course take up the matter with the Institute of Chartered Accountants in England and Wales.
- In order for us to provide you with a high-quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:
1. your insolvency, bankruptcy or other arrangement being reached with creditors;
2. failure to pay our fees by the due dates; and
3. either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.
Dealing with HM Revenue & Customs
- When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, see www.hmrc.gov.uk/charter/index.htm. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.
- We will take account of the steps and checks suggested by HMRC in their ‘Agent Toolkits’. While use of the Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the Toolkits so that, in the unlikely event that HMRC consider any of your tax returns with which we assist to be inaccurate, we will be able to help you demonstrate to HMRC that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed. To further reduce the possibility of an inaccuracy penalty, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations and for acting on any advice that we give you
- Additional fees will be charged and be payable for dealing with HM Revenue & Customs or any other authorities.
- Our engagement letter, schedule of services and standard terms of business 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 this engagement 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.
- If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.
- If any provision of our engagement letter or terms of business or any associated engagement schedules, or its application, are held to be void for whatever reason, then that provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in any way. 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.
Electronic and other 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.
- 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 post, other than where electronic submission is mandatory.
- Any communication by us, sent to you through the post, is deemed to arrive at your postal address two working days after the day that the document was sent.
Contracts (Rights of Third Parties) Act 1999
- Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
- 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.
Client Identification, The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017
- Any communication by us, sent to you through the post, is deemed to arrive at your postal address two working days after the day that the document was sent.
- In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:
– Maintain identification procedures for clients and beneficial owners of clients;
– Maintain records of identification evidence and the work undertaken for the client; and
– Report, in accordance with the relevant legislation and regulations.
– If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
- We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure on our part to make Suspicious Activity Reports (SAR) where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
- The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.
This definition is very wide and would include such crimes as:
– deliberate tax evasion;
– deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
– fraudulent claiming of benefits or grants; or
– obtaining a contract through bribery; and
– Clearly this list is by no means exhaustive
- We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firms’ partners nor staff may enter into any correspondence or discussions with you regarding such matters.
- We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.
Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards
- Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.
- However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.
Further guidance can be obtained from the following websites:
Changes in the law
- We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or your circumstances.
- We will not accept any liability for losses arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given
Reliance on advice and implementation
- In the course of providing services to you we may provide advice or reports or other work in draft or interim form, or orally. However, final written advice will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally.
- We will only assist with implementation of our advice if specifically instructed and agreed in writing.
Use of our name in statements or documents issued by you
- You are not permitted to use our name in any statement or document that 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.
Provision of cloud-based services
- Where the firm provides accounting or any other software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business above.
- The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.
- The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them to help ensure that normal service is resumed as soon as possible.
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.
Period of engagement and termination
- Each of us may terminate our agreement by giving notice as stated in the engagement letter to the other party unless mutually agreed otherwise by both parties, 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.
- In the event of termination of our contract, we will endeavor to agree with you the arrangements for the completion of any 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.
- Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of 12 months or more we may issue to your last known address a disengagement letter and hence cease to act.
Internal disputes within a client
- 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, partners. If conflicting advice, information or instructions are received from different directors/partners in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.
- Insofar as we are permitted 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 for work completed (whether invoiced or not) and disbursements are paid in full.
General Limitation of liability
- We will provide our professional services with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or other relevant authorities.
- You will not hold us, our partners and staff, responsible, fully permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.
- Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
- Under no circumstances (save as expressly mentioned above) will we be liable by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, whether caused by our negligence or that of our employees or agents or otherwise, for:
– any increased costs or expenses; or
– any loss of profit, business, contracts, revenue or anticipated savings; or
– any special, indirect or consequential loss or damage of any nature whatsoever
- We shall not be liable or be deemed to be in breach of this agreement, by reason of any delay in performing, or any failure to perform, any of our obligations, if the delay or failure was due to any event beyond our reasonable control. Should any such event occur for longer than one month, we may cancel or suspend this agreement without incurring any liability for any loss or damage thereby occasioned.
- Subject to all of the above, our maximum liability arising out of and in connection with this Agreement (whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the equivalent of the amount of fees paid by you to us.
- In this clause, 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 Data Protection Act 2018 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; and‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
- 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.
- 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 https://acuityprofessional.com/privacy-policy/;
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.
- Should you require any further details regarding our treatment of personal data, please contact our data protection officer.
- 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 http://acuityprofessional.com/privacy-policy/ contains further details as to how we may process client personal data.
- For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to members of our firm’s network, 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.
- 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.
- 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:
i. 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;
ii. 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
iii. 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.
- 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.