TERMS AND CONDITIONS

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 your Engagement Letter and Fee Terms. 

    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 UK law. Each party agrees that the courts of the UK 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. We are registered with ACCA as chartered certified accountants and can be found on the register of members at http://www.accaglobal.com/general/finding/

    BRIBERY ACT 2010

  4. 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.

    CLIENT MONIES

  5. 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’ Monies Rules of the Association of Chartered Certified Accountants. These rules can be found on the ACCA website at http://www.accaglobal.com/en.html.
  6. Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies. 

    COMMISSIONS OR OTHER BENEFITS

  7. In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment. The same will apply where the payment is made to or transactions are arranged by a person or business connected with ours.

    COMMUNICATION

  8. 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.
  9. 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. 
  10. Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent. 

    CONFIDENTIALITY

  11. Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
  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. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information. 

    CONFLICTS OF INTEREST

  14. 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. 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.
  15. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. 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. 

    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

  16. 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 under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

    DATA PROTECTION ACT 1998

  17. We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you and your family. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you. Please see end of T&Cs for further Data Protection details.

    DISENGAGEMENT

  18. Should we resign or be requested to resign a disengagement letter will be issued to ensure that our respective responsibilities are clear.
  19. Should we have no contact with you for a period of 3 months or more we may issue a disengagement letter and hence cease to act. 

    ETHICAL GUIDELINES

  20. We are bound by the ethical guidelines of the Association of Chartered Certified Accountants, 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 www.accaglobal.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

    FEES

  21. We operate fixed fees, quoted in advance. Please refer to your Fees Schedule for a breakdown of these.
  22. 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. 
  23. We will bill upon completion of the work and our invoices are due for payment on the due date as shown on the invoice. 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. 
  24. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees. 
  25. It is our normal practice to ask clients to pay by upon completion of the ad hoc piece of work being completed before any submission to HMRC / Companies House is made. 
  26. We reserve the right to charge interest on late paid invoices at the rate of 1% 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. 
  27. 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. 
  28. In the case of a dispute over the level of fees charged we reserve the right to require that the matter is dealt with through arbitration. We recommend that arbitration is undertaken by the fee arbitration service provided by ACCA for members. The fee arbitrator will be appointed by the ACCA president; the fee will be as negotiated with the ACCA arbitrator.
  29. In the event of cancellation by you, any monies paid to Link Accounting will be non-refundable. Link Accounting reserve the right to make a one-off charge for any work completed but not covered by the Direct Debit.

    IMPLEMENTATION

  30. We will only assist with implementation of our advice if specifically instructed in writing.

    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.

    INTERPRETATION

  32. If any provision of the engagement letter or schedules is held to be void, then that provision will be deemed not to form part of this contract.
  33. 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. 

    INVESTMENT SERVICES

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

  36. 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

  37. 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.
  38. Exclusion of liability for loss caused by othersWe 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.

     

  39. Exclusion of liability in relation to circumstances beyond our controlWe 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.
  40. Exclusion of liability relating to the discovery of fraud etcWe 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.
  41. Indemnity for unauthorised disclosureYou 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.
  42. Limitation of aggregate liabilityYou 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 principals or employees; on a personal basis.

    MONEY LAUNDERING REGULATIONS 2007

  43. In accordance with the Proceeds of Crime Act and Money Laundering Regulations 2007 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the Serious Organised Crime Agency (SOCA).
  44. You also acknowledge that we are required to report directly to SOCA 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. 
  45. 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. 
  46. 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. 

    NOTIFICATION

  47. We shall not be treated as having notice, for the purposes of our accounts & tax responsibilities, of information provided to members of our firm other than those engaged on the specific assignment (for example, information provided in connection with accounting, taxation and other services).

    PERIOD OF ENGAGEMENT AND TERMINATION

  48. 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.
  49. 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. 
  50. 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

  51. 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.myaccountancyplace.co.uk or at our offices.

    QUALITY OF SERVICE

  52. 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 [person_responsible].
  53. 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 Association of Chartered Certified Accountants. 

    RELIANCE ON ADVICE

  54. 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

  55. 6 years from the end of the accounting period;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 & 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
  56. 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 PARTY

  57. Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.
  58. If it is proposed that any documents or statement which refer to our name, are to be circulated to third parties, please consult us before they are issued. 

    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. 

    VARIATION OF THESE TERMS AND CONDITIONS

  61. We may revise these terms and conditions from time to time in our ultimate discretion. If we do revise these terms and conditions we will post the revised version to our website along with the date of the most recent change. It is your responsibility to access and check the Terms that are in force at that time that you enter into or renew any contract with us as the terms and conditions that are in force at that time will apply to any such contract from the date that it is entered into or renewed (as the case may be).

    DATA PROTECTION – FURTHER INFORMATION

  62. 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 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’, ‘personal data breach’, ‘processor’, ‘process’ and ‘supervisory authority’ 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).

  63. Where we act as a Data Controller
    1. 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. 
    2. You shall only disclose client personal data to us where:

        1. a) You have provided the necessary information to the relevant data subjects regarding its use (you may use or refer to our privacy notice available on our website at www.link-accounting.co.uk for this purpose);
           

          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.

      In relation to clause 62.2, our firm may wish to seek an indemnity from you in respect of any failure to provide the necessary information to the relevant data subjects where our firm judges that the circumstances merit such an indemnity.

    3. Should you require any further details regarding our treatment of personal data, please contact our data protection officer, Huw Moseley, on huw@link-accounting.co.uk or 01295 720500. 
    4. We shall only process the client personal data:a) In order to provide our services to you and perform any other obligations in accordance with our engagement with you;

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

      c)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 on our website at www.link-accounting.co.uk) contains further details as to how we may process client personal data.

      d) 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.

       

    5. 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. 
    6. We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.
    7. 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.
    8. 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.

       

    9. 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.

63. Where we act as a Data Processor

    1. We shall both comply with all applicable requirements of the data protection legislation. This clause 63 is in addition to, and does not relieve, remove or replace, either of our obligations under the data protection legislation. 
    2. We both acknowledge that for the purposes of the data protection legislation, you are the data controller and we are the data processor. The relevant schedule in the services section of the engagement letter sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.
    3. In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:a) process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;

      b) disclose and transfer the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;

      c) disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;

      d) maintain written records of our processing activities performed on your behalf which shall include: (i) the categories of processing activities performed; (ii) details of any on cross border data transfers outside of the European Economic Area (EEA); and (iii) a general description of security measures implemented in respect of the client personal data;

      e) maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.

      f) return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;

      g) ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;

      h) notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause 63;

      i) where we transfer the client personal data to a country or territory outside the EEA, to do so in accordance with data protection legislation;

      j) notify you promptly if:

      1. 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 the client personal data; or

      2. we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Officer);

      k) notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data;

      l) at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws.

      4) Without prejudice to the generality of clause 63.1, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.

      5) Should you require any further details regarding our treatment of personal data, please contact our data protection officer, Huw Moseley, on huw@link-accounting.co.uk or 01295 720500.