Terms of business
The following definitions are used in these terms of business:
- “engagement letter” means the letter and attachments (including these terms of business) which sets out the basis of our contract with you and which constitutes the entire agreement between us;
- “engagement” means the services which we offer to provide by the engagement letter; and
- “staff member” means any director, officer, employee, consultant, representative or agent.
These terms of business replace any previous terms of business that apply to the engagement and shall apply to any future engagements carried out by us on your behalf unless varied or replaced. We are not bound by any terms you have sent to us prior to your acceptance of the engagement letter nor any amendments to these terms, unless specifically agreed by us in writing.
This engagement shall be governed by, and construed in accordance with English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
Where our appointment is by a parent company on behalf of a group, the parent company confirms that these terms of business apply to all group companies and entities to which we have been appointed. Whilst fee invoices may be addressed to either the parent company or the group company or entity, both parties remain jointly and severally liable for the debt until it is settled.
It is your responsibility to provide us with complete, accurate and timely information necessary for our engagement. We will not be responsible for any consequences that may arise from your failure to do so and such failures may result in additional fees.
The reports, letters, information and advice that we provide to you are given in confidence and are provided for your information. They should not be used for any other purpose or referred to in any other document or made available to any other party without our prior written permission. The only exceptions to this requirement are: others within your own organisation; your professional advisors acting in such capacity; or as required by a court, regulatory body or governmental agency of competent jurisdiction.
Oral comments made in discussion with you about reports, letters, information and advice that we provide will not have any greater significance than explanations or other material contained therein and reliance may only be placed on written information and comments.
Where it is envisaged that reports, letters, information or advice given by us to you will be provided to, or used by, a third party we reserve the right to agree with you terms regarding such provision or to require the third party to enter into a direct relationship with us. Unless otherwise agreed in writing, we recognise no responsibility whatsoever other than that owed to you as at the date on which our report or other advice is given. Accordingly, none of these terms, or the terms of any such document, is enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a party to it.
You will agree the terms under which we provide any opinions, certificates or reports to third parties with us in advance and will not commit us without our prior written consent. If we become liable to any third party in respect of any opinion, certificate or report given by us which is inaccurate or misleading as a direct result of your failure to supply us with complete, accurate and timely information that could reasonably be expected to have a material impact on our opinions, certificates or reports to third parties, then you are liable to indemnify us against any liability which we may have arising from such failure to supply information.
Where information that is, or may be, relevant to our work has been provided to someone in the firm other than those individuals who are carrying out the firm’s responsibilities for that work, you accept that knowledge of that information will not automatically be imputed to those individuals.
You authorise us to act from time to time on instructions given in any manner (including but not limited to verbal and electronic instructions) in circumstances where we reasonably believe those instructions to have emanated from you or any person with authority to act on your behalf.
Quality of service
We aim to provide you with a fully satisfactory service and the director in charge of this assignment will seek to ensure that this is so. If, however, you are unable to deal with any difficulty through the director and their team please contact any other director at the firm directly. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.
If we are not able to answer your complaint to your satisfaction you may of course take up the matter with the Institute of Chartered Accountants in England and Wales (ICAEW) by whom we are regulated.
Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as directed by you; required by law or our insurers; or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This term will continue to apply after any cessation of the engagement.
As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.
Professional rules and practice guidelines
We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the ICAEW and accept instructions to act for you on this basis.
In particular you give us the 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. You can see copies of these requirements in our offices or at www.icaew.com/regulations
Conflicts of interest
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 our confidentiality clause). We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.
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 our Code of Ethics which can be viewed on the internet at the above address.
Timing of our services
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 in order to meet any regulatory or other deadlines. We would advise you provide us with the necessary information as soon as the reporting period has ceased but at the very least 4 months before the appropriate deadline. Where this presents practicality problems then please contact us as soon as possible so alternative arrangements can be made.
Failure to complete our services prior to any such regulatory deadline would not, in itself, mean that we are liable for any penalty or additional costs arising.
Retention of records and documents
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 completion of our engagement.
Whilst certain documents may legally belong to you, 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 specific document you must notify us of that fact in writing.
Insofar as we are permitted to do 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 have been paid in full.
Intellectual property rights
We retain all copyright and other intellectual property rights in everything developed by us either before or during the course of the engagement, including rights in all reports, written advice or other materials provided by us.
We will not be liable to you for any loss suffered by you unless due to our negligence, fraud or wilful default or due to a breach of our contractual or other legal obligations to you (or for more than our due proportion of such loss) without in any way restricting or excluding any liability for death or personal injury caused by our negligence. We will not in any circumstances be liable to you for indirect or consequential loss.
It is agreed that for our interest in limiting the personal liability and exposure to litigation of our staff members, you will not bring any claim in respect of any loss against any of our staff members personally but this will not limit or exclude the liability of the firm for the acts or omissions of its staff members.
In these regards loss means any loss, damage, costs or interest.
Fees and payment terms
Our fees may depend not only on the time spent on your affairs by our staff and on the levels of skill and responsibility involved, but also the level of risk identified and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and will be due on presentation.
We may indicate a fixed or indicative fee for the provision of specific services. We will not usually identify fixed fees for more than a year in advance as these may need to be revised in light of subsequent events. Where we estimate our fees for any specific work, this will not be binding unless this is clearly stated to you. Our fees will exclude out of pocket expenses, which will be billed (plus VAT as applicable) for reimbursement by you.
If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records and responsibilities are completed to the agreed stage.
We may, at our discretion, require our invoices to be paid in full before the report is signed and the accounts are made available for filing, or otherwise at interim stages during our engagement as circumstances dictate.
Our terms relating to payment of amounts invoiced are strictly on presentation. We reserve the right to charge interest on all overdue debts at 3% above bank base rate (compounded monthly) or the rate currently in force under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is the higher.
It is understood and agreed by the undersigned officers that, as a condition of our appointment to act for the entity, they hereby give their personal guarantee to settle any fees rendered to the entity and which remain outstanding beyond our normal settlement period.
Commissions or other benefits
Commissions or other benefits may sometimes be paid to us in respect of introductions to other professionals or transactions that we arrange for you or by referring you to a Permitted Third Party under the Financial Services Act. We will notify you in writing of the amount and the terms of payment of such commissions or benefits as soon as we become aware of them. You consent to such commissions or other benefits being retained by us without our 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) and will be operated in accordance with the Clients’ Money Regulations of the ICAEW.
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 £100 (unless otherwise agreed). 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 exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated specifically to you. All interest earned on such money will be paid to you.
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 then we may pay these monies to a registered charity.
Investment advice – exempt regulated activities
Although we are not authorised by the Financial Conduct Authority to conduct investment business, we are licensed by the ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.
Such assistance may include the following:
- advising you on investments generally, but not recommending a particular investment or type of investment;
- advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;
- advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
- managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person; or
- referring you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA) and assisting you and the authorised third party during the course of any advice given by that party (which may include comments on or explanations of the advice received but not alternative recommendations).
Any PTP will issue you with their own terms and conditions letter; will be remunerated separately for their services; and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. When referring you to a PTP it is probable that we will refer you to Goldwyns Wealth Management Limited, a company in which some of the directors of Goldwyns Limited have a financial interest.
We may also, on the understanding that the shares or other securities of the company are not publicly traded:
- advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
- arrange any agreements in connection with the issue, sale or transfer of the company’s shares or securities;
- arrange for the issue of the new shares; and
- act as the addressee to receive acceptance of offer documents and associated correspondence.
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an email without obtaining written confirmation of it.
We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that email is not an acceptable means of communication.
It is the responsibility of the recipient to carry out appropriate security checks on any information received electronically.
Proceeds of Crime Act 2002 and Money Laundering Regulations 2007
In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:
- have due diligence procedures for the identification of all clients;
- maintain appropriate records of evidence to support customer due diligence; and
- report in accordance with the relevant legislation and regulations.
Where it is necessary for us to make a money laundering report, we are prevented from informing you that such a disclosure has been made (or the reasons for making the report).
Data protection - general
We are committed to ensuring the protection of the privacy and security of any personal data which we process. Should you require any further details regarding our treatment of personal data, please contact any director of the firm.
The following definitions shall apply throughout:
- “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 with you;
- “data protection legislation” means all applicable privacy and data protection legislation and regulations including PECR (Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003)), the GDPR (the General Data Protection Regulation ((EU) 2016/679)) 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; and
- “controller”, “data subject”, “personal data” and “process” shall have the meanings given to them in the data protection legislation.
We shall only process the client personal data in order to provide our services to you and perform any other obligations in accordance with our engagement with you; in order to comply with our legal or regulatory obligations; and (except for data processor engagements) where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. 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) but we will only disclose client personal data to a third party provided that the transfer is undertaken in compliance with the data protection legislation.
We shall each co-operate with each 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.
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. We shall also 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.
Data protection – data controllers
Unless otherwise specified, we shall generally each be considered an independent data controller in relation to the client personal data for all of our services. 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 therefore only disclose client personal data to us where you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice for this purpose); you have a lawful basis upon which to do so; and you have complied with the necessary requirements under the data protection legislation to enable you to do so.
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:
- 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;
- 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; or
- 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.
Data protection – data processors
Where we provide payroll processing services (or any other similar engagement where specified), we both acknowledge that for the purposes of the data protection legislation, you are the data controller and we are the data processor. Our 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.
We shall promptly notify you in the event that:
- 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;
- 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;
- we appoint a sub-processor (but only if you have given us your prior written consent and where we have engaged the sub-processor on equivalent terms to these); or
- we reasonably believe that there has been a personal data breach in respect of the client personal data (and without undue delay).
At your cost and upon receipt of your prior written notice, we will 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.
Without prejudice to the generality of these clauses, 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.
The Provision of Services Regulations 2009
We are registered to carry on audit work in the UK by the ICAEW. Details of our audit registration can be viewed at www.auditregister.org.uk under reference number C001227750.
If we shall merge with another firm or transfer our business to another partnership, a limited liability partnership or a company (a successor firm) then our engagement with you shall not automatically terminate by reason of such merger or transfer. You agree that the successor firm is automatically appointed by you so that continuity of service can be provided to you. Both the successor firm and you may rely on the engagement letter as setting out the continuing terms of the engagement. If such transfer requires some official action by you then you will take such steps as are necessary to enable continuity of service, for example, by the appointment of the successor firm as your accountants.
This paragraph does not in any way limit your termination rights as set out below.
Unless otherwise agreed, the engagement may be terminated by either of us on reasonable written notice to the other (except where termination rules are otherwise prescribed by legislation).
Unless otherwise stated in the engagement letter, upon termination of the engagement we will be entitled to payment for the work carried out by us up to the date of termination, less any payments already received. We will render an invoice for this work to the extent not already invoiced for this engagement under these terms.
In the event that any part of the engagement letter or these terms of business is held to be invalid, all other clauses will continue in full force and effect.