Standard Terms of Business – Updated 25th April 2022
The following standard terms of business apply to all engagements accepted by 360 Accountants Limited. All work carried out is subject to these terms except where changes are expressly agreed in writing.
1 Professional obligations
1.1 We are a member of the Institute of Chartered Accountants in England and Wales and in our conduct are subject to its Code of Ethics which can be found at www.icaew.com/membershandbook section 3. This is available in English.
1.2 We will observe and act in accordance with the Bye-laws and regulations of the Institute of Chartered Accountants in
England and Wales together with their ethical code referred to above. We accept instructions to act for you on this basis. In particular you give us 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.
General practice registration
1.3 We confirm that we are licensed to carry on general accountancy and tax practice by the Institute of Chartered Accountants in England and Wales. Details about our registration as practicing members of the Institute of Chartered Accountants in England and Wales can be viewed at www.icaewfirms.co.uk.
Professional indemnity insurance
1.4 In accordance with the disclosure requirements of the Services Regulations 2009, our professional indemnity insurer is Mark L UK Ltd, Verity House, 6 Canal Wharf, Leeds, LS11 5AS. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.
2 Investment services
2.1 Since we are not authorised by the Financial Services Authority then we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.
2.2 Such advice may include:
advise you on investments generally, but not recommend a particular investment or type of investment;
refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FSA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with their terms and conditions letter, they 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;
advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
assist you in making arrangements for transactions in investments in certain circumstances; and
manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.
2.3 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, valuations and methods of such valuations;
arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
arrange for the issue of new shares; and
act as the addressee to receive confirmation of acceptance of offer documents etc.
2.4. In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.
2.5. We are not authorised by the Financial Services Authority.
2.6 To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances, but would only do so in our normal office hours of 8.30pm to 5.30pm. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.
3 Commissions or other benefits
3.1 In some circumstances, commissions or other benefits may become payable to us in respect of transactions we arrange for you, in which case you will be notified in writing of the amount and terms of payment. You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts.
4 Client monies
4.1 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 Institute of Chartered Accountants in England and Wales.
4.2 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.
4.3 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.
4.4 We are required under the client money regulations to appoint an alternate to administer the client bank account in the event of the death or incapacity of the principal. The alternate appointed by this firm is another Director of 360 Chartered Accountants.
5.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.
5.2 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.
5.3 If any fees become overdue we reserve the right to stop working on your affairs and shall not be liable for any penalties, interest or other losses incurred by you as a result of this action.
5.4 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.
5.5 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.
5.6 In the event that this firm ceases 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.
5.7 On accepting this fee proposal , you agree that 360 will carry out the work/services specified in the proposal during the period agreed, which is non-negotiable and not subject to any refunds.
6 Retention of and access to records
6.1 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 the preparation and audit of your financial statements and returns. You should retain these records for 6 years from the 31 January following the end of the tax year. to which they relate. You should retain them for longer if HM Revenue and Customs enquire into your affairs.
6.2 Whilst certain documents may legally belong to you, unless you tell us not to, 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.
7 Conflicts of interest and independence
7.1 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 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you.
7.2 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 the Code of Ethics of the Institute of Chartered Accountants in England and Wales which can be viewed at www.icaew.com/membershandbook section 3, subsection 220.
8.1 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 Quality control
9.1 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.
10 Help us to give you the right service
10.1 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 Andy Steele on 01482 427360.
10.2 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 the Institute of Chartered Accountants in England and Wales.
10.3 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 letters. 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.
10.4 We may during busy periods or low spare capacity outsource some or all of your work to trusted third parties in order to maintain customer service levels and keep our prices competitive. These parties may be based outside of the UK. All work is monitored and reviewed by 360 and this arrangement does not affect your statutory rights.
11 Applicable law
11.1 The 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 the 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.
11.2 If any provision in this Standard Terms of Business or any associated engagement letter, 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.
12 Data Protection Act 1998
12.1 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 its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998.
13 Contracts (Rights of Third Parties) Act 1999
13.1 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.
13.2 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. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
14 The Proceeds of Crime Act 2002, Serious Crime Act 2015, Money Laundering Regulations 2007 and the money laundering and terrorist financing (amendment) regulations 2019.
14.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Serious Crimes Act 2015 to:
Maintain identification procedures for clients and beneficial owners of clients; Maintain records of identification evidence and the work undertaken for the client; and Report, in accordance with the relevant legislation and regulations.
14.2 We have a duty under section 330 of the Serious Crime Act 2015 to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
14.3 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.
14.4 We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.
14.5 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 and Serious Crime Act 2015 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.