Introduction

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

These terms and conditions, our engagement letters, and the schedule of services are all governed by, and should be construed in accordance with English law. Each party agrees that the courts of England and Wales 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

CC Accountants Ltd (“CCAL”) Chartered Accounts, member of Institute of Chartered Accountants in England and Wales  (“ICAEW”), membership number 7015069, registered office Business Suite 5, 3rd Floor, Castle Circus House, 136 Union Street, Torquay, TQ2 5QG, 01803 215550, company registration number  04907374, VAT number 855 6458 85, email: info@nullccaccountants.co.uk.  We can be found on the ICAEW register of members at https://find.icaew.com/.

We are not registered as auditors.

Instructions

We ask that instructions should be given or confirmed in writing. This will normally be achieved by asking you to sign and return an appropriate letter of engagement.

We are bound by the ethical guidelines of the Institute of Chartered Accountants in England & Wales, and accept instructions to act for you on the basis that we will act in accordance with those guidelines these can be found at www.icaew.com/regulations.

How Long Will Instructions Continue?

CCAL expects to continue to act until being otherwise advised by you. However, we may bring instructions to an end at any time, but will not normally do so unless:-

  • a conflict of interest arises;
  • we consider that it is not in your best interest that we should continue to represent you;
  • we become aware that you may be engaged in any improper or illegal activity; or
  • you fail to pay fees previously agreed.

If instructions are terminated either by you or by the Firm, you will only be liable for fees to the date of termination of the instructions together with any fees for work necessary to complete work in hand as agreed between us.

Interpretation

If any provision of the terms and conditions, engagement letter or schedules 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.

Fees

Our fees will be rendered by way of a VAT invoice or a request for payment. If a request for payment is issued, a VAT invoice will be provided on settlement of our fees or if we cease to act on your behalf.

It is our practice to track the time we spend in initial meetings or phone calls with a potential client and to charge such time to a client in our first billing statement to the client.

Fees for our services will be based primarily on time spent and our hourly billing rates current at the time that the services are performed. However, we may take factors other than our time into consideration in determining our fees, including the responsibility assumed, the novelty and difficulty of the technical, financial, accounting or taxation problems involved, unusual efficiency, the time pressure under which the work is performed, the benefit resulting to you, and any unforeseen circumstances arising in the course of the work involved. Where appropriate we may charge a percentage of the results achieved.

You understand that we engage in and charge for time expended on administrative and clerical activities (including but not limited to time expended on word processing, certain secretarial services, copying and duplicating services, filing documents, proofreading, retrieving documents from files, organising documents even when technical knowledge is not required).

Certain time entries are charged at a minimum time charge (e.g., dealing with telephone calls may have a minimum entry of 0.30 hours and staff/partner time to transmit and supervise facsimiles or opening/storing e-mails can have a minimum entry of 0.20 hours). Minimum entries are intended to compensate the firm for the time needed to transition between tasks/projects.

The amount of time spent on a matter will also be influenced by the manner in which you respond to our requests for information. Timely provision of up to date information will help us to spend less time on your matter than would be the case otherwise.

Time spent on your affairs will include, but is not limited to, meetings with you and others in relation to the matter, time spent travelling and waiting, considering and preparing papers, making and receiving telephone calls, correspondence, sending and receiving e-mails and documenting the arrangements on which we provide services to you and the advice and services we actually provide.

In addition, disbursements incurred during the course of our work will be added to time charges and included in the fee, where appropriate.

The fees charged will include VAT at the prevailing rate where appropriate.

For engagements with limited companies, the shareholders agree to meet any unpaid fees personally.

In the event of dispute over fees which cannot be resolved between us, we reserve the right to refer the fees in dispute to the Institute of Chartered Accountants in England & Wales Fee Arbitration Scheme, at our discretion.

Estimates

CCAL will, at your request, estimate its fees, where possible. If the amount of work likely to be incurred is uncertain, the estimate of fees is bound to be uncertain. Where an estimate has been given but the amount of work appears likely to involve a substantially higher charge than the estimate, we will inform you.

Payment Terms

Fees are payable on presentation. We reserve the right to charge interest at 2.5% per month in the case of overdue accounts.  In the event that you disagree with or question any amount due under one of our invoices, you will communicate this to us in writing within 30 days of the invoice date. Any claim not made in that period will be deemed to be waived.

Billing Frequency

Our normal practice is to render fees at not less than three monthly intervals or on the earlier completion of the specific work.

Where work is incomplete due to circumstances beyond our control, a fee may be rendered on account. All such fees rendered on account will be taken into account when the fee is rendered for completed work.

External Fees and Other Payments

Occasionally, it may be necessary for us to take advice on your affairs from specialists not employed by the firm. Where fees for such advice are likely to be substantial, and therefore passed on to you as a specific charge, we will obtain your agreement before incurring this expense on your behalf. You will be responsible for all fees incurred by CCAL on your behalf.

Complaints

If at any time you are dissatisfied with the service you are receiving please let us know in the first instance by contacting the partner who normally deals with your affairs. If you are not satisfied with the response you receive, you should ask to be given the name of the senior partner of the senior partner of that office who will then discuss the matter with you.

If you are still unable to obtain a satisfactory response please contact the Managing Partner of CCAL via the office you normally deal with.

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 complain to your satisfaction you may of course take up the matter with the Institute of Charted Accountants in England and Wales.

Limitation of liability

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.

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. In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

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.

Exclusion of liability relating to non-disclosure or misrepresentation

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.

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.

Insurance Cover

In accordance with the disclosure requirements of the Provision of Services Regulation 2009, our professional indemnity insurer is AXA Insurance UK plc of Plantation Place, 30 Fenchurch Street, London, EC3M 3AJ.  The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim bought in any court in the United States of America or Canada.

By engaging us you agree that any claim of any sort whatsoever arising out of, or in connection with, this engagement shall be brought against CCAL and that no claims in respect of this engagement will be brought personally against any other persons involved in performance of this engagement, whether actual or deemed servants or agents of us or not.

CCAL and each of our members of staff shall have the right to enforce this section under the Contracts (Rights of Third Parties) Act 1999.

Retention of records

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.

When we cease to act for you we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately. 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;

These periods may be extended if HM Revenue and Customs enquires into any accounts or returns.

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.

Papers held by the Firm

On completion of our work, we will return to you any accounting records or other documents that you have provided to us for that work. CCAL reserves the right to retain all papers until all of our fees have been settled.

Commission

We occasionally receive a share of commission from other sources for insurance or investment business placed on your behalf. We will advise you that such commission has been received. You consent to such commission being retained by us without our being liable to account to you for any such amounts. However, in some circumstances, we will share the commission with you, normally by an abatement of our fees.

Where CCAL is an agent for a bank or building society, through which it handles transactions for the general public, the above policy will not apply to such transactions.

Electronic 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 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.

Secure communications and transfer of data

We will communicate or transfer data using the following:

  • Post/hard-copy documents
  • Password protected reports and payslips
  • Cloud-based portal software
  • Emails that are not encrypted or password protected, but if you require encryption or passwords documents please contact us.

Data Protection Act 2018 and General Data Protection Regulations

We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is CC Accountants Ltd.

Processing means:

  • obtaining, recording or holding personal data; or
  • carrying out any operation or set of operations on personal data, including collecting and storage, organising, adapting, altering, using, disclosure (by any means) or removing (by any means) from the records manual and digital.

The information we obtain, process, use and disclose will be necessary for:

  • the performance of the contract
  • to comply with our legal and regulatory compliance and crime prevention
  • contacting you with details of other services where you have consented to us doing so
  • other legitimate interests relating to protection against potential claims and disciplinary action against us.

This includes, but is not limited to, purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns.

In regard to our professional obligations we are a member firm of the ICAEW.  Under the ethical and regulatory rules of ICAEW we are required to allow access to client files and records for the purpose of maintaining our membership of this body.

Further details on the processing of data are contained in our privacy notice, which should be read alongside these terms and conditions.

Privacy

CCAL is strongly committed to protecting personal data and full details can be found at http://www.ccaccountants.co.uk/about-us/privacy-statement.

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.

Money Laundering Regulations 2017

In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:

  • maintain identification procedures for all new clients;
  • maintain records of identification evidence;
  • maintain risk based assessments on an ongoing basis; and
  • report, in accordance with the relevant legislation and regulations, to the Serious and Organised Crime Agency.

Bribery Act 2010

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.

Clients’ Money

Clients’ money accepted by CCAL is held in a separate client bank accounts and will be subject to the strict provisions of the Financial Services Act, which are designed to ensure that the client will benefit from interest on substantial sums held for long periods.

All deposit interest paid by us to UK resident clients will be paid gross (ie: without deduction of tax). It is your responsibility to declare to the Revenue & Customs sums so received.

Other Services

CCAL does not give investment business advice under the Financial Services Act 1986 (as amended) or the Financial Services and Markets Act 2000 but will be happy to refer you to an independent financial adviser, if required, suitably authorised by the Financial Services Authority. Subject to this and apart from the specific work to be undertaken, 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 adviser 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.