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Terms & 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. We reserve the right to update these terms and conditions periodically. If they are updated, we will issue copies by post or email, and will assume acceptance unless you contact us within 28 days of receipt.

APPLICABLE LAW

  1. 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

  1. We are registered with the ICAEW as accountants and can be found on the register of members at www.icaew.com

BRIBARY ACT 2010

  1. 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

  1. 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 ICAEW.
  2. 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

  1. 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

  1. 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.
  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 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.
  3. 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

  1. 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.
  2. 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.
  3. 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

  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. 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.
  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 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

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

DATA PROTECTION

  1. To enable us to discharge the services agreed under our engagement, 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, we may obtain, use, process and disclose personal data about you/your business/company/partnership/its officers and employees and shareholders (‘personal data’).
  2. Data controller

We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.

You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone you must produce to us an original or certified copy of the power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice at the web address www.streets.uk/privacy-policy-2/ for this purpose.

As a separate data controller, we may receive subject access requests from data subjects where they request copies of their personal data. We will co-operate with the request as per our own internal procedures. Should an objection or request for data erasure happen, we will assess each request on a case by case basis to establish the validity of the request.

In the course of providing services to you, we may disclose personal data to other firms in our network, a regulatory body, a third party or a buyer of our business. As part of our operational service, personal data supplied to us may be transferred between us and other countries where necessary. We will ensure that where any such data transfer takes place, it is covered by an appropriate safeguard such as an adequacy decision. Where an adequacy decision is not applicable another safeguard mechanism will be implemented, such as a standard contractual clause (SCC) to ensure that the transfer remains legal. Where cloud-based services are used the relevant cloud services terms and conditions will apply. In some instances, the location of data stored in the cloud may reside outside of the UK.

We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.

We will answer your reasonable enquiries to enable you to monitor compliance with this clause. If you need to contact us about any data protection issue, please contact the Group Data Protection Officer at Streets, Tower House, Lucy Tower Street, Lincoln, LN1 1XW or email dataprotection@streetsweb.co.uk.

  1. Data processor

Applicable data protection legislation places express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf. An example would be where we operate a payroll service for you or prepare forms P11D for you. We therefore confirm that we will at all times use our reasonable endeavours to comply with the requirements of applicable data protection legislation when processing data on your behalf. In particular we confirm that we will aim to comply with any obligations equivalent to those placed on you as a data controller. You will also comply with applicable data protection legislation, including but not restricted to, ensuring that you have all appropriate consents and notices or another legal basis in place to enable the lawful transfer of personal data to us. You will fully indemnify and hold us harmless if you do not have a lawful basis and that causes us loss.

Appendix 1 forms part of these Terms and Conditions and sets out the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data and the categories of data subjects.

As the data processor we shall;

  • process personal data only on written instruction from you;
  • Restrict data access to authorised personnel only, who are bound by confidentiality;
  • Disclose the personal data to courts, government agencies and other third parties as and to the extent required by law;
  • Maintain a written record of all categories of personal data processing carried out on your behalf, including details of transfers of personal data outside of the UK and a general description of the technical and organisational security measures in place in relation to personal data;
  • Delete or return all personal data to you at the completion of our engagement requiring personal data processing, subject to legal or regulatory requirements to retain data;

In the course of providing services to you and processing personal data, we may disclose personal data to other firms in our network, a regulatory body or a third party. We may use a sub-processor and/or export personal data you supply to us outside the UK where necessary. By accepting these standard terms of business you consent to us that we can engage sub-processors. We will ensure all such data disclosure/export is compliant with relevant data protection legislation and will use our reasonable endeavours to ensure that any agreement entered into with sub-processors includes similar terms to those set out in this clause 19. Where cloud-based services are to be used you may be subject to our cloud services terms and conditions.

We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.

We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where it relates to you. You and we will consult and cooperate with each other when responding to any such request, complaint or notice. If an individual whose data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data, we shall be entitled to do so where required by law.

We will answer your reasonable enquiries to enable you to monitor compliance with this clause. We will also allow for, and contribute to, audits or inspections conducted by the ICO or their auditor to demonstrate compliance with this clause.

DISENGAGEMENT

  1. Should we resign or be requested to resign a disengagement letter will be issued to ensure that our respective responsibilities are clear.
  2. 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

  1. We are bound by the ethical guidelines of the ICAEW, 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.icaew.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

FEES

  1. We operate fixed fees, quoted in advance. Please refer to your Fees Schedule for a breakdown of these.
  2. 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.
  3. 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.
  4. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
  5. 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.
  6. 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.
  7. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 7 days of receipt, failing which you will be deemed to have accepted that payment is due.
  8. 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.
  9. If we are still unable to recover fees, we reserve the right to instruct solicitors, make a claim via small claims court and instruct debt collection agencies. All costs borne by us will be passed to you.
  10. If your direct debit fails, we will administer a fee of £10 + VAT to cover our costs.

IMPLEMENTATION

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

INTELLECTUAL PROPERTY RIGHTS

  1. 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

  1. 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.
  2. 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

  1. Investment business is regulated under the Financial Services and Markets Act 2000.
  2. 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

  1. 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

  1. 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.
  2. 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.

  1. 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.

  1. Exclusion of liability relating to the discovery of fraud etc

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.

  1. 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.

  1. Limitation of aggregate liability

You 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.

CLIENT IDENTIFICATION

  1. Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer For Funds (Information on the Payer) Regulations 2017 (MLR 2017)

In common with other professional services firms, we are required by the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer For Funds (Information on the Payer) Regulations 2017 (MLR 2017) to:

  • maintain identification procedures for clients, beneficial owners of clients, and persons purporting to act on behalf of clients;
  • maintain records of identification evidence and the work undertaken for the client; and
  • report, in accordance with the relevant legislation and regulations.

We have a statutory obligation under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

  1. If we are not able to obtain satisfactory evidence of your identity and where applicable that of the beneficial owners, we will not be able to proceed with the engagement.
  2. If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations, including if you accept or make high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods, you should inform us.
  3. Any personal data received from you to comply with our obligations under the MLR 2017 will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

 

 

NOTIFICATION

  1. 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

  1. 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.
  2. 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.
  3. 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

  1. In accordance with our professional body rules we are required to hold professional indemnity insurance. The firm’s professional indemnity insurer is Starr International (Europe) Limited who can be located at 4th Floor, 30 Fenchurch Avenue, London. EC3M 5AD.

QUALITY OF SERVICE

  1. 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 Michael Godsmark in the first instance. In the event that you have a compliant which has not been resolved satisfactorily you should contact the Chairman, Paul Tutin, on 01522 551200.
  2. 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 Institute of Chartered Accountants in England and Wales .

RELIANCE ON ADVICE

  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.

RETENTION OF RECORDS

  1. 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

  1. 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

  1. 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.
  2. 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

  1. The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.
  2. 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.

 

Appendix 1 – Data processor – additional information

1 Introduction

  • This schedule accompanies the Terms of Business, and details supplementary information which, in accordance with applicable data protection legislation, must be included in a written contract if the firm is acting as a data processor.

2 Subject matter of the processing

2.1 The subject matter of the processing are the services to be provided, as set out in the engagement letter.

3 Duration of the processing/retention of records

3.1 The duration of the processing will be until the services requiring the processing of data are terminated and we destroy client files at least six years after we finish advising you but reserve the right to retain files longer in appropriate cases or where the law requires.

4 Nature and purpose of the processing

4.1 The nature and purpose of the data processing is determined in accordance with the appropriate services, if any, covered by the engagement letter.

5 Types of personal data to be processed

5.1 Only data required to carry out our obligations as set out in the engagement letter, i.e. names, addresses, dates of birth, telephone numbers, email addresses, employee/payroll numbers, National Insurance numbers, salaries, pension membership details, bank account details, credit card details, tax reference numbers, passport numbers, driving licence numbers, IP addresses, etc.

6 Categories of data subjects (those to whom the client data relates, e.g. client employees, client customers)

6.1 Categories of data subjects include employees, customers etc.

7 Obligations and rights of the client (as the data controller)

7.1 Your obligations and rights are as set out in the engagement letter.

 

If you need to contact us about any data protection issue please contact our Group Data Protection Officer at dataprotection@streetsweb.co.uk. Alternatively, you can write to Group Data Protection Officer at Streets Chartered Accountants, Tower House, Lucy Tower Street, Lincoln, LN1 1XW.