APC Accountants Limited - Standard Terms of Business Updated April 2016
The following standard terms of business apply to all engagements accepted by APC Accountants Limited trading as ApC. All work carried out is subject to these terms except where changes are expressly agreed in writing
1 - Professional rules and practice guidelines
1.1 We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the Institute of Chartered Accountants in England and Wales (ICAEW) and accept instructions to act for you on this basis. In particular you gave us the authority to correct errors made by HMRC 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. The requirements are also available on the internet at www.icaew.com/regulations.
1.2 We confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006. When conducting audit work we are required to comply with the Ethical Standards for Auditors which can be accessed on the internet at www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Ethical-standards-for-auditors.aspx.
2 - Conflicts of interest
2.1 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 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.
2.2 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 address above.
3 - Investment advice
3.1 We are not authorised by the Financial Conduct Authority to conduct Investment Business
3.2 If, during the provision of professional services to you, you need advice on investments, we may refer you to a Permitted Third Party (PTP), an independent or whole of market financial adviser who is authorised and regulated by the Financial Conduct Authority. The 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. We are not able to review or comment on any advice given to you by them.
3.3 The firm may receive a commission from such an introduction, in which case we will advise you of the expected size and nature of commission at the time of the introduction or the exact amount when known.
4 - Client money in connection with referrals to Permitted Third Parties
4.1 Please note that we are not authorised to hold client money in connection with referrals to Permitted Third Parties. In respect to any advice provided by Third Party specialists, the firm does not recommend any products of these Third Parties, nor will it provide any support or comments to clients who wish to make any decision relating to any Third Party products or services.
5 - Commissions or other benefits
5.1 Commissions or other benefits may sometimes become payable to us in respect of introductions to professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts. Under no circumstances are we liable for any advice provided by Third Party specialists.
6 - Client monies
6.1 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.
6.2 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 Natwest Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
6.3 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 to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
6.4 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 those monies to a registered charity.
7 - Fees and payment terms
7.1 On our regular compliance work, our fees are computed on the basis of time spent on your affairs by the directors and our staff, and on the levels of skill and responsibility involved. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and will be due after 30 days from the date of the invoice. If, for recurring year work, no specific fee is agreed, then our fee basis will be last year’s amount, plus an element representing inflation. Where our work is of a specialist nature i.e. tax planning, we reserve the right to charge fees computed on a value added basis.
7.2 We may indicate a fixed/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.
7.3 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 etc. are completed to the agreed stage.
7.4 Invoices are payable in full before any report is signed and the accounts and/or tax returns are made available for filing.
7.5 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.
7.6 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 30 days net. Interest will be charged on all overdue debts at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998. If it becomes necessary for matters to be passed to legal Debt Collection, you will be liable for the full amount of any additional costs.
8 - Retention of and access to records
8.1 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 our completion of the work carried out on your behalf. You should retain these records for at least seven years from the end of the accounting or tax year to which they relate.
8.2 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 document you must notify us of that fact in writing.
9 - Confidentiality
9.1 Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our insurers, or as provided for in regulatory, (including external peer reviews) ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.
10 - External review
10.1 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 are, of course, bound by the same requirements of confidentiality as us.
11 - Quality of service
11.1 We aim to provide you with a fully satisfactory service and your engagement team will seek to ensure that this is so. If, however, you are unable to deal with any difficulty through them please contact Andrew Cripps (Managing Director), telephone number 01623 657111, email address: firstname.lastname@example.org. 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 of course take up the matter with the Institute of Chartered Accountants in England and Wales (ICAEW) by whom we are regulated for audit purposes.
12 - Applicable law
12.1 The engagement letter and terms of business are 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 the engagement letter (including the firm’s terms of business) 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 inconvenient forum, or to claim that those courts do not have jurisdiction.
12.2 Persons who are not party to this agreement shall have no right 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.
12.3 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.
13 - Electronic communication
13.1 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 e-mail 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 e-mail is not an acceptable means of communication.
13.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
14 - Data Protection Act 1998
14.1 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under the engagement letter, 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 confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998. You also confirm that any personal data you provide to us complies with the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller is Andrew Cripps.
15 - Contracts (Rights of Third Parties) Act 1999
15.1 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.
15.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
16 - Proceeds of Crime Act 2002 and Money Laundering Regulations 2007
16.1 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.
17 - EU Services Directive
17.1 The information required by the Provision of Services Regulations 2009, is on display at our offices and a copy can be provided upon request.
18 - Timing of our services
18.1 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 deadlines. However, failure to complete our services prior to any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.