Standard Terms of Business – 20 November 2024
The purpose of this schedule is to set out the standard terms of business that apply to all engagements accepted. All work
carried out is subject to these terms except where changes are expressly agreed in writing.
These standard terms of business are applicable to all types of entities (e.g. companies, LLPs, charities, friendly societies,
academies, pension schemes, etc.). Any reference therefore to ‘director’ or ‘company’ should be interpreted as appropriate
for the entity type (e.g. partner, trustee, governor, charity, LLP, etc.)
Professional obligations
1.1 As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional
registrations, including audit registration where applicable, can be found at: www.auditregister.org.uk under our
reference number COO1073199.
1.2 We will observe and act in accordance with the bye-laws and regulations of our professional body, the Institute
of Chartered Accountants in England and Wales together with their code of ethics. We accept instructions to act
for you on this basis. In particular you give us authority to correct errors made by HM Revenue & 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.
Professional indemnity insurance
1.3 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of our
professional indemnity insurance are as follows:
Royal & Sun Alliance Insurance plc, 8 Bond Court, Leeds LS1 2JZ
Territorial coverage is worldwide excluding professional business carried out from offices in the USA or Canada
and excludes any action brought in any court in the USA or Canada.
Provision of probate-type services
1.4 We are not licensed or authorised for the reserved legal activity of non-contentious probate. Consequently, any
work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not
be covered by the ICAEW Probate Compensation Scheme and you will not have access to the Legal Ombudsman,
nor is our advice covered by legal privilege.
Investment services
2.1 We are not authorised by the Financial Conduct Authority to conduct Investment Business. If you require
investment business services we will refer you to a firm authorised by the Financial Conduct Authority.
Tax Avoidance Schemes
3.1 Since July 2013 a General Anti-Abuse Rule has been in operation in the UK. This rule enables HM Revenue &
Customs to further tackle abusive tax planning schemes. Due to the low probability of eventual success of such
schemes and the high ethical standards of this firm, it is our policy not to advise on tax schemes that we consider
to be artificial or aggressive in nature.
3.2 In the circumstances we are unable to accept any responsibility whatsoever for any such tax planning schemes
which you enter into or the advice provided to you by any Third Party Specialist Advisors.
3.3 Please let us know if you would like to discuss this matter further or if you feel that you are disadvantaged in any
way by the firm’s policy on tax avoidance.
Commissions or other benefits
4.1 In some circumstances, commissions or other benefits may become payable to us or to one of our associates in
respect of transactions we or such associates arrange for you.
4.2 Commissions which would become payable to us or to one of our associates as a result of any proposed sale to
you of goods or services from software suppliers will be discussed with you prior to you placing any order with
the software supplier or through us. We will advise you of the actual amount of the commission or its basis of
calculation, the terms and timing of payment and your agreement to place the order acts as acknowledgement of
your agreement that such commissions will not be payable to you nor will any fees charged to you be abated by
such amount.
4.3 In other all other circumstances, where commissions or other benefits may become payable to us or to one of
our associates, you will be notified in writing of the amount and terms of payment. If we agree to reduce the fees
that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession
which allows VAT to be calculated on the net fee after deduction of the commission. You consent to such
commission or other benefits being retained by us or, as the case may be, by our associates, without our, or
their, being liable to account to you for any such amounts.
Client monies
5.1 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’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
5.2 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 £25. Any such
interest would be calculated using the prevailing rate applied by Lloyds Bank plc for small deposits subject to the
minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
5.3 If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely
to do so, then the money will be placed in a separate interest-bearing client bank account designated to you. All
interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
5.4 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those
funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a
registered charity in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will
not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps
to trace you and return the monies.
Fees
6.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff, including subcontractors
or consultants where necessary, and on the levels of skill and responsibility involved. Disbursements
represent travel, accommodation and other expenses incurred in dealing with your affairs.
6.2 If it is necessary to carry out work outside the responsibilities agreed with you for each service, we will advise you
in advance. Any additional work will involve additional fees. Accordingly we would like to point out that it is in
your interests to ensure that your records etc. are completed to the agreed stage.
6.3 We reserve the right to defer signing any report or defer the filing of accounts and/or tax returns or to withhold
the release of any accounts until invoices are paid in full.
6.4 Invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. 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.
6.5 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly
standing order. These standing orders will be applied to fees arising from work agreed in this letter of
engagement for the current and ensuing years. Once we have been able to assess the amount of work and time
involved we would be grateful if you would agree to pay an amount to us on a regular basis.
6.6 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of
Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if
payment of any fees billed is unduly delayed. We accept settlement of fees by certain credit cards.
6.7 If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek
payment from the individual (or parent company) giving us instructions on behalf of the client and we shall be
entitled to enforce any sums due against the group company or individual nominated to act for you.
6.8 Insofar as we are permitted to 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 are paid in full.
6.9 In the event that we cease to act in relation to your company’s affairs you agree to meet all reasonable costs of
providing information to the company’s new advisers. In particular you agree to meet these costs where we are
required by law to provide information to a successor firm.
Retention of papers
7.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the
course of our work we may collect information from you and others relevant to your tax and financial affairs. We
will return any original documents to you if requested. 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, Limited Liability Partnerships, and other corporate entities:
- six years from the end of the accounting period.
7.2 Although certain documents may legally belong to you, we may destroy correspondence and other papers that
we store electronically or otherwise that are more than seven years old, except documents we think may be of
continuing significance. You must tell us if you wish us to keep any document for any longer period.
Conflicts of interest and independence
8.1 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 8 below. We confirm that we will notify you
immediately should we become aware of any conflict of interest involving us and affecting you unless we are
unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to
protect the interests of different clients if a conflict arises. 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.
8.2 During and after our engagement, you agree that we reserve the right to act for other clients whose interests are
or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the
safeguards set out in the paragraph on confidentiality below.
Confidentiality
9.1 We confirm that where you give us confidential information, we shall at all times keep it confidential, except as
required by law or as provided for in regulatory, ethical or other professional statements relevant to our
engagement.
9.2 You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of
confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality
of information given to us by you, both during and after this engagement. These may include taking the same or
similar steps as we take in respect of the confidentiality of our own information.
9.3 In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict
by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as
separate teams, physical separation of teams, and separate arrangements for storage of, and access to,
information.
9.4 You agree that the effective implementation of such steps or safeguards as described above will provide
adequate measures to avoid any real risk of confidentiality being impaired.
9.5 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.
9.6 We will inform you of the proposed use of a subcontractor before they commence work, except where your data
will not be transferred out of our systems and the subcontractor is bound by the confidentiality terms equivalent
to an employee.
9.7 If we use external or cloud based systems, we will ensure confidentiality of your information is maintained.
9.8 We reserve the right for the purpose of promotional activity, training or other business purposes, to mention
that you are a client but in doing so, we will not disclose any confidential information.
9.9 This clause applies in addition to our obligations as to data protection below.
Quality control
10.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an
independent regulatory or quality review. Our reviewers are highly experienced and professional people and are,
of course, bound by the same requirements of confidentiality as our principals and staff.
Dealing with HM Revenue & Customs
10.2 When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure
that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us
with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings
with HMRC, see www.hmrc.gov.uk/charter/index.htm. To the best of our abilities, we will ensure that HMRC
meet their side of the Charter in their dealings with you.
10.3 We will take account of the steps and checks suggested by HMRC in their ‘Agent Toolkits’. While use of the
Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the
Toolkits so that, in the unlikely event that HMRC consider any of your tax returns with which we assist to be
inaccurate, we will be able to help you demonstrate to HMRC that reasonable care has been taken in the
preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed.
To further reduce the possibility of an inaccuracy penalty, you will remain responsible for maintaining good
quality supporting records for each return, for providing us with all relevant information and explanations and for
acting on any advice that we give you.
Help us to give you the right service
11.1 We are committed to providing you with a high quality service that is both efficient and effective. If at any time
you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the
service you are receiving, please let us know, by contacting the either of the directors Chris Bell or Roy Moorby or
alternatively the Compliance Manager at our Halifax Office.
11.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you.
If we do not answer your complaint to your satisfaction you may of course take up the matter with our
professional body, the Institute of Chartered Accountants in England and Wales.
11.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us
with relevant records and information when requested, reply to correspondence in a timely manner and
otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and
associated Engagement schedules. We therefore reserve the right to cancel the engagement between us with
immediate effect in the event of:
- your insolvency, bankruptcy or other arrangement being reached with creditors;
- failure to pay our fees by the due dates;
- either party being in breach of their obligations where this is not corrected within 30 days of being asked to
do so.
Applicable law
12.1 This engagement letter is governed by, and construed in accordance with English Law. The Courts of England 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 it may have 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.
12.2 If any provision in this Standard Terms of Business or any associated engagement schedules, or its application,
are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of
any other provisions shall not in any way be affected or impaired.
Changes in the law, in practice or in public policy
13.1 We will not accept responsibility if you act on advice previously given by us without first confirming with us that
the advice is still valid in light of any change in the law, public policy or your circumstances.
13.2 We will accept no liability for losses arising from changes in the law or the interpretation thereof, practice or
public policy that are first published after the date on which the advice is given.
Internet communication
14.1 Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via
email or by other electronic means.
14.2 However, internet communications are capable of data corruption, non-receipt, delayed receipt, inadvertent
misdirection or interception by third parties. To reduce risk we have firewalls and anti-virus software in place,
however electronic communication is not absolutely secure and we do not accept responsibility for any damage,
loss, errors or problems that may arise through the use of internet communication, including those caused by
viruses or other malware, and all risks connected with sending commercially sensitive information relating to
your business are borne by you.
14.3 If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of
communication. We will then communicate by alternate means, apart from in situations in which electronic
submission is mandatory. You accept that this is less time-efficient and will incur greater costs.
14.4 We will never change our bank details without confirming this to you by posted letter. Any emailed or
telephoned communications appearing to be from us which are not confirmed by post are fake and we accept no
liability for any loss caused to you through accepting such communications as genuine. Similarly, always give us
by hand or by post (as well as email) details of your bank account.
14.5 It is the responsibility of the recipient to carry out a virus check on any attachments received.
Data Protection
15.1 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’).
Data controller
15.2 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.
15.3 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 https://www.bm-howarth.co.uk/privacy for this purpose.
15.4 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.
15.5 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 EEA/UK/USA 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 EEA/UK.
On 28 June 2021, the European Commission approved the UK for adequacy. This means that the continuation of
data flows between the UK and the EU will remain unaffected and we can rely on this mechanism for the terms
under this agreement over the next four years until its review in June 2025.
15.6 We confirm we have adequate security measures in place to protect personal data provided to us, including
administrative, physical and technical safeguards.
15.7 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, in the first instance, please contact your relevant client manager.
Data processor
15.8 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. 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
in the EU/EEA/UK. 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.
15.9 Our engagement letter 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.
15.10 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 EU/EEA/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 requirements to retain data;
15.11 In the course of providing services to you and processing personal data, we may disclose personal data to a
regulatory body or a third party. We may use a sub-processor and/or export personal data you supply to us
outside the EU/EEA/UK where necessary. We will obtain consent before engaging 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 15. Where cloud-based services are to be used you may be subject to our cloud services terms
and conditions.
15.12 We confirm we have adequate security measures in place to protect personal data provided to us, including
administrative, physical and technical safeguards.
15.13 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.
15.14 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.
Limitation of third party rights
16.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which
exists or is available otherwise than pursuant to that Act.
16.2 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, unless we have expressly agreed in writing that a specified third party
may rely on our work. We will accept no responsibility to third parties, including any group company to whom
the engagement letter is not addressed, for any aspect of our professional services or work that is made available
to them.
Client identification
17.1 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
(MLR2017) 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.
17.2 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.
17.3 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.
17.4 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.
Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards
18.1 Financial Institutions are required under Finance Act 2013, s.222 (International agreements to improve tax
compliance) and the International Tax Compliance Regulations 2015 (SI 2015/878), to carry out due diligence and
reporting obligations in respect of:
- arrangements between the UK and another territory for the exchange of tax information for the purposes of
the adoption and implementation of the Common Reporting Standard (CRS) developed by the Organisation
for Economic Co-Operation and Development (OECD); and
- the agreement between the UK and the USA to improve international tax compliance and to implement the
Foreign Account Tax Compliance Act (FATCA).
18.2 Under the regulations, Financial Institutions are required to collect and maintain information about the
residence, and in the case of the USA the citizenship as well, of individuals and entities for whom they maintain
financial accounts, and to report information to HMRC.
18.3 Further guidance can be obtained from the HMRC, OECD and IRS websites.
18.4 Unless specifically stated in your Letter of Engagement we shall not be responsible for your compliance with the
International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In
particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or
an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the
US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to the IRS through
HM Revenue & Customs or otherwise.
18.5 However, if requested to do so we can provide advice on the completion of the forms supplied by Financial
Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the
status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on
your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.
General Limitation of liability
19.1 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. However, to the fullest extent permitted by law, we will
not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others
supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act
on our advice or respond promptly to communications from us or the tax authorities. Further, we will not be
liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances
outside our reasonable control. Subject to clause 19.5 below, our liability to you shall be limited as set out in our
engagement or other client letter.
19.2 You will not hold us, our directors, shareholders and staff, responsible, to the fullest extent permitted by law, for
any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or
in writing. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to
the transaction and their directors, officers, employees, agents or advisers. However, 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.
19.3 You have agreed that you will not bring any claim in connection with services we provide to you against any of
our partners or employees personally.
19.4 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without
our written permission and we will accept no responsibility to third parties for any aspect of our professional
services or work that is made available to them. You agree to indemnify us and our agents in respect of any claim
(including any claim for negligence) 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 we spend defending it and
our legal fees on an indemnity basis.
19.5 Nothing in this agreement shall exclude or limit our liability for death or personal injury caused by negligence nor
for fraudulent misrepresentation or other fraud which may not as a matter of applicable law be excluded or
limited.
Intellectual property rights and use of our name
20.1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out
the engagement except where the law specifically states otherwise. You may only use such rights to the extent
we agreed when engaged to provide services to you and may not resell or sublicense such rights without our
further prior consent.
20.2 You are not permitted to use our name in any statement or document that you may issue unless our prior
written consent has been obtained. The only exception to this restriction would be statements or documents
that in accordance with applicable law are to be made public.
Draft/interim work or oral advice
21.1 In the course of our providing services to you we may provide advice or reports or other work products in draft
or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral
statements. Where you request it, we will provide you with written confirmation of matters stated orally. Advise
is valid as at the date it was given.
Interpretation
22.1 If any provision of our engagement letter or terms of business is held to be void for whatever reason, then that
provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in
any way. 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.
Internal disputes within a client
23.1 If we become aware of a dispute between the parties who own the business, or who are in some way involved in
its ownership and management, it should be noted that our client is the business and we would not provide
information or services to one part without the express knowledge and permission of all parties. Unless
otherwise agreed by all parties, we will continue to supply information to the registered office/normal place of
business for the attention of the directors/proprietors/ 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 and take no further action until the board/partnership has agreed the action to be
taken. In certain cases we reserve the right to cease acting for the business/client entirely.
Disengagement
24.1 If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective
responsibilities are clear.
Provision of cloud-based services
25.1 Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud
Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the
relevant clauses in the firm’s standard terms of business above (i.e. Our fees (6), Confidentiality (9), Internet
Communication (14), Data Protection Act 1998 (15) and General limitation of liability (19)).
25.2 The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access
will also be provided to the firm and the third party.
25.3 The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will
liaise with them to help ensure that normal service is resumed as soon as possible.