TERMS OF BUSINESS

The following definitions are used in these terms of business:

“firm” means Aubrey Campbell and Company, its successors or predecessors, and our staff members

“engagement letter” means the letter and attachments (including these terms of business) sent to you which sets out the basis of the services to be provided to you and which constitutes the entire agreement between us.

“engagement” means the services which we offer to provide as per the letter of engagement.

“staff member” means an employee, consultant, representative or agent of the firm.

“GDPR” means the General Data Protection Regulation.

These terms of business replace any previous terms of business that apply to the engagement and shall apply to any future engagements carried out by us on your behalf unless varied or replaced.  We are not bound by any terms of business you have sent to us prior to your acceptance of these terms of business and letter of engagement, unless specifically agreed by us in writing.  No change in these terms of business will be effective unless agreed by us in writing.

1.      Fees

1.1.       Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility, and the importance and value of the advice that we provide, as well as the level of risk.

1.2.       If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.

1.3.       Where requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

1.4.       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 insurance 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.

1.5.       If it is necessary to carry out work outside the responsibilities outlined in our engagement 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.

1.6.       The amount of time spent on your matters will also be influenced by the manner in which you respond to our requests for information.  Timely provision of up to date information will help us to spend less time on your affairs than would be the case otherwise.

1.7.       Our fees and engagement related expenses will be billed at appropriate intervals during the course of the year and will be due for payment in full upon presentation and will be subject to vat where applicable. Payment is to be made in pounds sterling without deduction or counterclaim whatsoever.

1.8.       We will be entitled to charge interest at 3% over Bank of England base rate on any accounts outstanding for more than 30 days.

1.9.       If a discount or abatement is shown on the fee, the discounted or abated amount is contingent upon full settlement of the fee, and any previous fees which remain outstanding, within 30 days of the date of the discounted or abated fee.  If full payment is not received within 30 days the discount or abatement is null and void and the full undiscounted or abated amount, plus any vat, is payable.

1.10.   Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.

1.11.   We reserve the right to request prepayment of fees and engagement related expenses.  It is our normal practice to issue applications for payment when dealing with continuous or recurring work. The payment terms for applications for payment are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment.

1.12.   It is our normal practice to ask clients to pay by monthly direct debit and to periodically adjust the monthly payment by reference to actual billings.  Where you pay us via standing order we reserve the right to amend the amount of the standing order payment to ensure that our fees, or expected fees, are covered.

1.13.   You authorise us to settle our agreed fees from any money held on your behalf in the client account.

1.14.   Tax repayments may arise which may be paid direct to us. We will normally retain any outstanding fees from the repayment received, if we have already agreed fees with you, or if 30 days have elapsed since the delivery to you of an invoice and the amount.

1.15.   Should you fail to pay our fees within the settlement period noted at 1.8 above, we will initiate legal action for recovery of outstanding fees, interest and all related costs of debt collection.

1.16.   If you disagree with, or have queries on, an invoice you are required to notify us in writing within twenty one days from the invoice date, after which time you are deemed to have agreed the amount, including any disbursements.

1.17.   Where fees and/or disbursements remain outstanding we reserve the right to withhold all further professional services of any kind.  We also reserve the right to operate a lien over all funds, documents and any of your records held by ourselves relating to all engagements, other than those specifically excluded such as company statutory books, until all outstanding fees and disbursements are paid in full.

1.18.   Where you wish to change appointment of advisor we reserve the right not to communicate with your new advisor until all outstanding fees have been settled in full.  Where, at the date of change of appointment, we have performed professional services which remain to be billed, a fee note will be issued for same and upon settlement of same, all reasonable requests by the new auditor will be expedited.  Where a new adviser requests professional clearance and handover information we reserve the right to charge you a reasonable fee for the provision of handover information.  Upon advance settlement of same, all information will be provided.

1.19.   Commissions or other benefits may on rare occasions become payable to us in respect of introductions to other 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. The same will apply where the payment is made to, or the transactions are arranged by, a person or business connected with ours. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts.

2.      Staff

2.1.     We reserve the right to determine which of our staff members are allocated to an engagement and, where named individuals are not available, will supply suitably qualified substitutes.  With your agreement, we may also use third parties in performing our services.

2.2.     You will not solicit, or endeavour to solicit, in any way the services of any staff member with whom you have had dealings in connection with the engagement during the twelve months immediately prior to your approach to that staff member.

2.3.     This undertaking shall not apply in respect of any staff member who, without having been previously approached directly or indirectly by you, responds to an advertisement placed by you or on your behalf.

2.4.     Should you breach the terms of this undertaking and employ or engage a staff member (without prior consent), we reserve the right to charge you a fee of 30% of the staff member’s annual earnings (including benefits and bonuses) from us.  This fee is set at a level which recognises the commercial costs to us in recruiting a replacement member of staff and the attendant training and induction costs.

3.      Mutual Responsibilities

3.1.     It is your responsibility to provide us with complete, accurate and timely information necessary for our engagement.  We will provide our professional services outlined in our engagement letter with reasonable care and skill. However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax or other authorities.  You may also incur additional fees as a consequence.

3.2.     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.

4.      Contracts (Rights of Third Parties) Act 1999 and Obligations to Third Parties
 

4.1.     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, including any group company to whom the engagement letter is not addressed, to third parties for any aspect of our professional services or work that is made available to them. Where it is envisaged that reports, letters, information or advice given by us to you will be provided to, or used by, a third party we reserve the right to agree with you terms regarding such provision or to require the third party to enter into a direct relationship with us.  Unless otherwise agreed in writing, we recognise no responsibility whatsoever other than that owed to you as at the date on which our report or other advice is given.  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.

4.2.     You will agree the terms under which we provide any opinions, certificates or reports to third parties with us in advance and will not commit us without prior written consent.  If we become liable to any third party in respect of any opinion, certificate or report given by us which is inaccurate or misleading as a direct result of your failure to supply us with complete, accurate or timely information that could reasonably be expected to have a material impact on our opinions, certificates or reports to third parties, then you are liable to indemnify us against any liability which we may have arising from such failure to supply information.

4.3.     Where information is imparted to individuals within the firm who are not directly responsible for your work, you accept that knowledge of that information will not automatically be imparted to those responsible individuals.

4.4.     You authorise us to act on instructions given in any manner, including but not limited to verbal or via electronic means, in circumstances where we reasonably believe those instructions to have emanated from you or any person with authority to act on your behalf.

5.      Electronic and Other Communication

5.1.     As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.

5.2.     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 agree to bear in return for greater efficiency and lower costs. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.  If you do not wish to accept these risks please let us know in writing and we will communicate by paper mail, other than where electronic submission is mandatory.

5.3.     Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.

5.4.     When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out the contract.

5.5.     You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.

6.      Confidentiality and Conflicts of Interest

6.1.   Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in our privacy notice. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.

6.2.   We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality and security terms.

6.3.   We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. If there is a conflict of interest in our relationship with you or in our relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.

6.4.   Where conflicts are identified that cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly. 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.

7.      Record Retention

7.1.     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 tax affairs. We will return any original documents to you, if requested in writing.

7.2.     It is our normal practice to retain documents relating to client engagements.  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 ten months after the end of the tax year;

·           otherwise: 22 months after the end of the tax year;

Companies, LLPs and other corporate entities

·           six years from the end of the accounting period;

7.3.   While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old without reference to you. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us in writing if you require the return of any specific document or their retention for a longer period.

7.4.   You should retain documents that are sent to you by us as set out in the privacy notice, which should be read alongside these terms and conditions.

8.      Client’s Money

8.1.     We may, from time to time, hold money on your behalf.  Any such money will be held in trust in a separate client bank account which is segregated from the firm’s funds.  The account will be operated in accordance with the Client’s Money Regulations of Chartered Accountants Ireland.

9.      Intellectual Property Rights

9.1.     The intellectual property rights in any document we create and supply to you, either before or during the course of the engagement whether supplied by electronic, hard copy or other means, vest in us.

10.  The Terrorism Act, 2000, The Proceeds of Crime Act, 2002 and the Money Laundering Regulations 2007

10.1. We have various responsibilities under the above legislation, certain aspects of which we highlight below:

10.2. The provision of audit, accounting, taxation and business support services are regulated under the Proceeds of Crime Act 2002 and Anti Money Laundering Regulations and, as such, partners and staff in audit, accounting and taxation firms are required to report all knowledge or suspicion, or reasonable grounds to know or suspect, that a criminal offence giving rise to any direct or indirect benefit from criminal conduct has been committed, regardless of whether that offence has been committed by their client or by a third party. If as part of our normal work we have knowledge or suspicion, or have reasonable grounds to know or suspect, that such offences have been committed we are required to make a report to the National Criminal Agency. In such circumstances it is not our practice to discuss such reports with you because of the restrictions imposed by the tipping off provisions of the anti-money laundering legislation.

10.3. As with other professional services firms, we are under stringent requirements to identify our clients for the purposes of the anti-money laundering legislation. We are likely to request from you, and retain, some information and documentation for these purposes and/or to make searches of appropriate databases. If satisfactory evidence of your identify is not provided within a reasonable time, there may be circumstances in which we are not able to proceed with the engagement.  We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.

11.  Data Protection and Use of Personal Information

11.1. You acknowledge that we will act in accordance with the privacy notice we have supplied to you.

12.  Best Service
 

12.1. 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 telephoning the partner responsible for your affairs.

12.2. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns.

12.3. If you feel that a complaint is not properly addressed, or if you consider that the partner responsible for your affairs is not appropriate for the initial contact, please the managing partner.

12.4. If you are still not satisfied, you may of course take up matters with Chartered Accountants Ireland.

12.5. We will provide our professional services outlined in our engagement letter with reasonable care and skill. However, we will not be responsible for any consequences (financial or otherwise) arising from the supply by you or others of incorrect, inaccurate or incomplete information, or your failure to act on our advice or communications from us or the tax or other authorities.

13.  Continuity

13.1. If we shall merge with another firm or transfer our business to another partnership, limited liability partnership or a company (a “successor firm”) then our engagement with you shall not automatically terminate by reason of such merger or transfer.  You agree that the successor firm is automatically appointed by you so that continuity of services can be provided to you.  Both the successor firm and you may rely on the engagement letter as setting out the continuing terms of engagement.  If such transfer requires official action by you then you will take such steps as are necessary to enable continuity of service.

14.  Period of Engagement, Disengagement and Termination

14.1. 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.

14.2. 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.

14.3. 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.

14.4. If you engage us for a one-off piece of work (for example advice on a one-off transaction or preparation of a tax return for one year only) the engagement ceases as soon as that work is completed.  The date of completion of the work is taken to be the termination date and we owe you no duties and we will not undertake further work beyond that date.

14.5. Where recurring work is provided (for example ongoing compliance work such as the completion of annual tax returns) the engagement ceases on the relevant date in relation to the termination as set out above.  Unless immediate termination applies, in practice this means that the relevant termination date is:

·      21 days after the date of notice of termination; or

·      A later agreed date

We owe you no duties beyond the date of termination and will not undertake any further work

14.6. Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Unless otherwise agreed, the engagement, with the exception of any engagement where termination rules are prescribed by legislation, may be terminated by either of us on reasonable notice to the other. 

14.7. Should we have no contact with you for a period of 12 months or more we may issue to your last known address a disengagement letter and thereafter cease to act.

14.8. Unless otherwise stated in the engagement letter, upon termination of the engagement we will be entitled to payment for the work carried out by us up to the date of termination, less any payments on account and we will rend and invoice for this work to the extent not already invoiced for this engagement under the terms of the engagement letter.

14.9. We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.

15.  Invalidity and Interpretation

15.1.  If any provision of this engagement letter, schedules of services or standard terms and conditions is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.

15.2.  In the event of any conflict between these standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.

16.  Internal disputes within a client

16.1. If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of a business client, it should be noted that where our client is the business, we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the normal place of business for the attention of the directors, partners or proprietors (as appropriate). 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/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.

17.  Applicable law and service of legal proceedings, notices or other legal documents

17.1. Our engagement is governed by and construed in accordance with the laws of Northern Ireland. The Courts of Northern Ireland will have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms, our engagement letter and any matter arising from them. 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.

17.2.   Service of legal proceedings, notices or other legal documents will not be accepted by fax or by email. Acceptable methods are personal service, by first-class post and by recognised document exchange system.

18.  Limitation of Liability

18.1. We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.

Exclusion of liability for loss caused by others

18.2.  We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by 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 caused by a failure to act on our advice or a failure to provide us with relevant information.

18.3.  In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

Exclusion of liability in relation to circumstances beyond our control

18.4. 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.

Exclusion of liability relating to non disclosure, misrepresentation, the discovery of fraud etc
18.5. 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 misrepresented to us. 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.

18.6. 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 beyond that which it would have been reasonable for us to have carried out in the circumstances.

Indemnity for unauthorised disclosure
18.7. 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 that we spend in defending it.

Limitation of aggregate liability
18.8. Where the engagement Letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, its principals, partners, or directors or members, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.

18.9. 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, partners, directors, members or employees on a personal basis.

19.  Limitation of Third Party Rights

19.1.  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 to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

20.  Implementation

20.1. We will only assist with implementation of our advice if specifically instructed and agreed in writing. 

21.  Investment Advice

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

21.2. 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 Conduct Authority or licensed by a Designated Professional Body as we are not authorised to give such advice.  We will not he held liable for any advice given to you by any other person.

22.  The Provision of Services Regulations 2009 ('Services Directive')

22.1. In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices.

23.  Professional body rules

23.1. We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Chartered Accountants Ireland and will accept instructions to act for you on this basis.

23.2. You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

23.3. In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. 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 at our offices. The requirements are also available online at www.charteredaccountants.ie

23.4. The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business.

24.  Reliance on advice

24.1. 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. However, bear in mind that advice is only valid at the date it is given.