STANDARD TERMS AND CONDITIONS OF BUSINESS
These terms and conditions should be read alongside the privacy notice
Applicable law
Our engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with, the law and practice of England and Wales. 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 a inappropriate forum, or to claim that those courts do not have jurisdiction.
Client identification and verification
As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. In exceptional circumstances, we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases, including ID verification software.
Client money
If we 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 ACCA rules.
Commissions and other benefits
In some circumstances, we may receive commissions and/or other benefits for introductions to other professionals or in respect of transactions that we arrange for you. In the event that this occurs, we will notify you in writing of the amount and terms of payment, as well as receipt of any such commissions or benefits.
Complaints
We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please send an email toinfo@ezeebooks.co.uk. We agree to look into any complaint carefully and promptly and do everything reasonable to try to resolve it. If you are still not satisfied, you can refer your complaint to our professional body, ACCA.
Confidentiality
Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in our privacy notice. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The
subcontractors will be bound by our client’s confidentiality and security terms
Conflicts of interest
If there is a conflict of interest in our relationship with you or in our relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.
Where conflicts are identified that cannot be managed in a way that protects your interests, then we regret that we will be unable to provide further services. If this arises, we will inform you promptly. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject, of course, to the obligations of confidentiality referred to above.
Data protection
You acknowledge that we will act in accordance with the privacy notice we have supplied to you.
Disengagement
Should we resign or be requested to resign, we will normally send you an email or a disengagement letter
to ensure that our respective responsibilities are clear.
Should we have no contact with you for a period of 3 months or more, we may issue to your last known
address a disengagement letter and thereafter cease to act.
We reserve the right, following termination for any reason, to destroy any of your documents that we have
not been able to return to you after a period of six months unless other laws or regulations require
otherwise.
Electronic and other communication
As instructed, we will communicate with you and with any third parties you instruct us to, as set out in our
covering letter and privacy notice 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 that 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 accept 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 hard copy, other than where electronic submission is mandatory.
Any communication by us with you sent through the post or DX system is deemed to arrive at your postal
address two working days after the day that the document was sent.
When accessing information held electronically by HMRC, we may have access to more information than
we need and will only access records reasonably required to carry out the contract.
You are required to keep us up to date with accurate contact details at all times. This is important to
ensure that communications and papers are not sent to the incorrect address.
Fees and payment terms
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.
It is our normal practice to ask clients to pay by monthly direct debit and to periodically adjust the monthly payment by reference to actual billings.
Where this contract exists between us and a purchaser acting in the course of a business we reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of England base rate 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.
If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 30 days of receipt, failing which you will be deemed to have accepted that payment is due.
On termination of the engagement, you may appoint a new adviser. Where a new adviser requests professional clearance and handover information, we reserve the right to charge you a reasonable fee for the provision of handover information.
Implementation
We will only assist with the implementation of our advice if specifically instructed and agreed in writing.
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.
Interpretation
If any provision of this engagement letter, schedules of services or standard terms and conditions is held
to be void, then that provision will be deemed not to form part of this contract, and the remainder of this
agreement shall be interpreted as if such provision had never been inserted.
In the event of any conflict between these standard terms and conditions and the engagement letter or
schedules of services, the relevant provision in the engagement letter or schedules will take precedence.
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 a business client, it should be noted that where our client is the business, 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 directors. If conflicting advice, information or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors/the partnership/the LLP and take no further action until the board/partnership/LLP has agreed on the action to be taken.
Investment advice (including insurance mediation services)
Investment business is regulated under the Financial Services and Markets Act 2000.
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 Conduct Authority or licensed by a designated professional body, as we are not authorised to give such advice.
Lien
Insofar as we are 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
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs, and expenses directly caused by our negligence, fraud or wilful default.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information, or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.
In particular, where we refer you to another firm with whom you engage 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
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify our agents and us in respect of any claim (including any negligence claim) arising out of any unauthorised disclosure by you or by any person for whom you are responsible 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 defending it.
Limitation of third-party rights
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 that 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.
Period of engagement and termination
Unless otherwise agreed in the engagement 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.
Each of us may terminate this agreement by giving not less than 30 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.
In the event that this contract is terminated, we will use reasonable endeavours to agree with you the arrangements for completing any work in progress at the time of termination, unless we are required by law or regulatory obligations to cease work immediately. In such circumstances, we shall have no obligation to carry out any further work and shall not be responsible or liable for any consequences arising from the termination of this agreement.
Where you engage us to carry out a one-off piece of work (for example, advice in relation to a single transaction or the preparation of a tax return for a single tax year), the engagement will automatically terminate upon completion of that work. The date on which the work is completed shall be deemed the termination date, and from that date we shall owe no further duties to you and shall not undertake any additional work unless expressly agreed in writing.
Where recurring services are provided (for example, ongoing compliance work such as the preparation of annual tax returns), the engagement shall terminate on the relevant termination date as set out above. Unless immediate termination applies, this will, in practice, mean that the applicable termination date is as follows:
- 30 days after the date of notice of termination; or
- A later agreed date
We owe you no duties beyond the date of termination and will not undertake any further work.
Professional body rules
We will observe and act in accordance with the by-laws, regulations and ethical guidelines of the ACCA and will accept instructions to act for you on this basis.
You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.
In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business
Reliance on advice
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. However, bear in mind that advice is only valid at the date it is given.
Retention of papers
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 tax affairs. We will return any original documents to you at your cost.
When we cease to act for you, we will seek to agree on 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 tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships
- With trading or rental income: five 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
- Six years from the end of the accounting period.
While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return of any specific document or their retention for a longer period.
You should retain documents that are sent to you by us as set out in the privacy notice, which should be read alongside these terms and conditions
The Provision of Services Regulations 2009 (‘Services Directive’)
In accordance with the rules of our professional body, we are required to hold professional indemnity insurance. Details of our insurer and the extent of our professional indemnity cover are available at our offices or can be provided upon request