Terms of Business
The following terms of business apply to all engagements accepted by Approved Tax Limited and all work is carried out under these terms except where changes are expressly agreed in writing.
1. Applicable Law
1.1. Our engagement letter, the schedules 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 on any basis. 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.
1.2. 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 in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, which occur after the date on which the advice is given.
2. Client identification and the prevention of money laundering
2.1. As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
2.2. We are also required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations to maintain customer due diligence procedures for all clients; maintain evidence of identification evidence and the work undertaken; and report, in accordance with the relevant legislation and regulations, to the national Crime Agency (NCA)
2.3. Under the provisions of Part 7 of the Proceeds of Crime Act 2002, we will be required to make a report to the NCA where, in the course of our business, we know or suspect, or have reasonable grounds for knowing or suspecting that any client has, by whatever means, acquired criminal proceeds through conduct that constitutes an offence in the United Kingdom, or would constitute an offence if committed there. It is not our practice to inform you when such a disclosure is made or the reason for it because of the restrictions imposed by the “tipping off” provisions of the legislation.
3. Your responsibilities
3.1.1. Notwithstanding our duties and responsibilities in relation to our services, you shall retain responsibility and accountability for the management and operation of your business/affairs; deciding on your use of, or choosing to what extent you rely on, or implementing the advice or recommendations or other products of our services supplied by us; making any decision affecting our services, any product of our services, your interests or your affairs; or the delivery, achievement or realisation of any benefits directly or indirectly related to our services which require implementation by you.
3.2. You accept all responsibility for the outcome of taking any advice from third parties even if we introduce them to you
4. Clients’ money
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.
4.2. 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, we may pay those monies to a registered charity.
5. Commissions or other benefits
5.1. In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you.
5.2. In some circumstances we may pay or have paid commissions to third parties in respect of you becoming a client or in respect of transactions which we arrange for you.
6.1. 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.
6.2. 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.
6.3. 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.
6.4. 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.
6.5. 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.
6.6. If we use external or cloud based systems, we will ensure confidentiality of your information is maintained.
6.7. This applies in addition to our obligations on data protection in section 8
7. Conflicts of interest
7.1. 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. 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.
7.2. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. 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.
8. Data Protection
8.1. While undertaking work for you we will at times create, hold, work on or transmit client personal data.
8.2. At times we may be Data Controllers, or Data Processers and may even become Joint Data Controllers as defined under the data protection legislation
8.3. We take our responsibilities under that legislation very seriously and comply with not only the General Data Protection Regulation ((EU) 2016/679); and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) but also all other applicable privacy and data protection legislation including 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
8.4. Details of our policies and procedures on this can be found at https://www.ATL.co.uk/legal/data-protection/
8.5 You shall only disclose client personal data to us where:
a) you have provided the necessary information to the relevant data subjects regarding its use.
b) 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
c) you have complied with the necessary requirements under the data protection legislation to enable you to do so.
8.6. 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.
9. Ethical and practice guidelines
9.1. We will provide our services with reasonable care and skill. However we will not be held responsible for any losses arising by the supply by you or others of incorrect or incomplete information, or you or others failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
9.2. You agree to hold harmless and indemnify us against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing in connection with this agreement.
10. Electronic and other communication
10.1. Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties by email or other electronic means. The recipient is responsible for virus checking emails and any attachments.
10.2. 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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or 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 when electronic submission is mandatory.
10.3. Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day the document was sent.
11. Fees and payment terms
11.1. 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 we provide, as well as the level of risk.
11.2. We will provide you with details of our fees in our Engagement Letter for any specific work,
11.3. Unless otherwise agreed we will bill monthly and our invoices will be due for payment within 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 unless otherwise agreed.
11.4. We reserve the right to charge interest on late paid invoices at the rate of 8%] 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, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so.
11.5. 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.
12. Help us to give you the best service
12.1. We are committed to providing you with a high-quality service that is both efficient and effective. If, at any point 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 your normal contact, or another director, at your local office.
12.2. We will consider carefully any complaint you may make about our service as soon as we receive it and do all we can to explain the position to you. We will acknowledge your letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.
12.3. If your complaint is not dealt with to your satisfaction then please contact the Managing Director, whose details are all available on our website.
13. Intellectual property rights and use of our name
13.1. We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.
13.2. 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.
14.1. 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.
15. Internal disputes within a client
15.1. If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, 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 normal place of business for the attention of the owners. 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/ partnership] and take no further action until they have agreed the action to be taken.
16.1. Insofar as we are permitted to so by law or by 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.
17. Limitation of third party rights
17.1. 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 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.
18. Period of engagement and termination
18.1. Unless otherwise agreed in our engagement letter, our work will begin when we receive 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. Unless otherwise agreed in our engagement letter each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party except if you fail to cooperate with us or we have reason to believe that you have provided us 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 before termination.
18.3. We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.
19. Quality control
19.1. As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our team.
19.2. 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, visit www.gov.uk/government/publications/your-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.
20. Reliance on advice
20.1. 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.
21. Retention of papers
21.1. 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 specifically requested.
21.2. Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise 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.
22. The Provision of Services Regulations 2009
23. Timing of our services
23.1. If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or loss or additional costs arising.
24. Circumstances beyond your or our control
24.1. Neither of us shall be in breach of our contractual obligations nor shall either of us incur any contractual liability to the other if we or you are unable to comply with this Engagement Letter as a result of any cause beyond our or your reasonable control. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practical to notify the other, who shall have the option of suspending or terminating the operation of the Engagement Letter.
25. Third parties
25.1. If you breach any of your obligations under the Engagement Letter and there is any claim made or threatened against us by a third party, you shall compensate us and reimburse us for, and protect us from all loss, damage, expense or liability incurred by us which results from or arises from or is connected with any such breach and any claim.
26. Agreement of terms
26.1. If any term in, or part of this Engagement Letter shall, in whole or in part be held to any extent to be unenforceable for any reason, then that term (or part of it) shall to that extent be deemed not to form part of the Engagement Letter. The enforceability of the remainder of the Engagement Letter shall not be affected by the unenforceability of that term or part.
26.2. This Engagement letter, once signed, will remain effective until it is cancelled or superseded in writing. Where it proves necessary to amend the terms of this Engagement Letter a revised Engagement Letter will be sent incorporating the changes. The changes will be regarded as supplemental to this Engagement Letter and will on issue form an integral part thereof and will from the date of issue be effective until this Engagement Letter is cancelled or superseded ion Writing.
26.3. The continuing validity of this agreement will not be affected by any change in the principles or shareholders of Approved Tax Limited.
27. Limitation of Liability
27.1. We have discussed with you the extent of our liability to you in respect of the work described in this engagement letter. Having considered both your circumstances and our own, we have reached a mutual agreement that the higher of £10,000 or 4 times the amount invoiced by us to you under this agreement for the accounting period in respect of which the claim occurs, amounts represent a fair maximum limit to our liability.
In reaching this agreement you have agreed that the above sum represents the maximum total liability to you in respect of the firm, its principals, directors, members, and staff; this maximum total liability applies to any and all claims made on any basis and therefore includes any claims in respect of breaches of contract, tort (including negligence) or otherwise in respect of the professional services and shall also include interest.