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Standard Terms and conditions of business
The following standard terms & conditions of business apply to all engagements accepted by Whiteleys. All work carried out is subject to these terms except where changes are expressly agreed in writing.
The specific terms relating to particular assignments will be covered in an engagement letter (LOE), incorporating the schedule of services to be provided and the specific terms of each assignment.
We are pleased to accept the instructions to provide the services detailed in the LOE and are writing to confirm the terms of our appointment. The purpose of the LOE and these terms and conditions, is to set out our terms for carrying out the work and to clarify our respective responsibilities. The most recent LOE supersedes any previous engagement letter. Once it has been agreed, it will remain effective until it is replaced.
If the LOE and these terms are not in accordance with your understanding of the scope of our engagement or your circumstances have changed, please let us know.
1 Authorisation and registration
1.1 Whiteleys are registered with the Association of Chartered Certified Accountants as chartered certified accountants and can be found on the register of members at http://members.accaglobal/en/find-an-accountant.
1.2 We are registered as auditors by the ACCA in the UK and details of our registration can be found at www.auditregister.org.uk under registration number 8007827 or at http://members.accaglobal/en/find-an-accountant.
2 Professional rules and statutory obligations
2.1 We will observe and act in accordance with the by-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants (ACCA) and accept instructions to act for you on this basis. 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. 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 of regulatory obligations. A copy of these guidelines can be viewed at our offices on request or can be seen at www.accaglobal.com/en.html.
3 Client identification and verification
3.1 As with other professional services firms, we are required to identify and verify our clients for the purpose of the UK anti-money laundering legislation. Save in exceptional circumstances we cannot start work until this requirement has been met. 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.
4 Fees and payment terms
4.1 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.
4.2 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.
4.3 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.
4.4 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 assurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
4.5 We will bill in accordance with our LOE and our invoices are due for payment 30 days after invoice date (unless otherwise agreed in writing). Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate including staff mileage which is charged at the rate of 34 pence per mile.
4.6 Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
4.7 If, during our engagement and for a period of six months after the termination of our engagement by either party, you offer terms of employment or a fixed term contract to any member of our staff which is accepted, then an introduction fee of 30% will be payable immediately based on the higher of the annual emoluments and benefits previously paid by ourselves or offered by you. Where a car is provided the additional benefit will be valued at £5,000 per annum.
4.8 We reserve the right to charge interest on late paid invoices at the rate of 5% per annum above Barclays Bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
4.9 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. You authorise us to settle any non-disputed outstanding fees from any money held on your behalf in the client account.
4.10 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 you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
4.11 In the case of a dispute over the level of fees charged we reserve the right to require that the matter is dealt with through arbitration.
4.12 On termination of the engagement you may appoint a new adviser. 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.
5 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’ Monies Rules of the Association of Chartered Certified Accountants. These rules can be found on the ACCA website at http://www.accaglobal.com/en.html.
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 Barclays Bank 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 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.
5.4 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 practice, then we may pay those monies to a registered charity.
5.5 Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.
6 Internal disputes
6.1 If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and 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 provided business address for the attention of the relevant nominated individuals. If conflicting advice, information or instructions are received from different individuals in the business we will refer the matter back to the nominated individual and take no further action until all individuals concerned have agreed the action to be taken.
7 Investment services
7.1 Investment business is regulated under the Financial Services and Markets Act 2000 and the Financial Services Act 2012. We are not authorised under those Acts.
7.2 The firm is registered with The Association of Chartered Certified Accountants (ACCA) for carrying out exempt regulated activities and may therefore provide a limited range of investment business services that arise out of the provision of our main professional services. If we are required to provide specific advice, we will issue a separate letter of engagement.
7.3 Referral to a Permitted Third Party (PTP)
Should you require advice on investment business which we are unable to give as we are not authorised by the Financial Conduct Authority or the Prudential Regulation Authority, we can introduce you to Whiteleys Financial Management LLP who are authorised and regulated by the Financial Conduct Authority. Whiteleys Financial Management LLP is an associated business to the practice and one in which we have a financial interest. 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 and the Financial Services Act 2012. Should you request an introduction to the PTP, you also agree that we can provide information from our files and records regarding your affairs to the PTP to assist in their provision of investment business advice to you.
8 Commissions or other benefits
8.1 In some circumstances commissions or other benefits may 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. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits referred to above.
9 Retention of and access to records
9.1 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 endeavour to return any original documents to you following each work assignment. You should retain these records for at least seven years from the end of the accounting year to which they relate. This period may be extended if HMRC enquire into any returns.
9.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store, electronically or otherwise which are more than seven years old. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return of any specific document or their retention for a longer period.
10.1 We shall not be treated as having notice, for the purposes of our responsibilities in respect of specific assignments (such as audit/accounts/tax/ad-hoc assignments), of information provided to members of our firm other than those engaged on the specific assignment (for example, information provided in connection with accounting, taxation and other services).
11.1 The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.
11.2 The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us.
12 Limitation of Third Party Rights
12.1 Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.
12.2 If it is proposed that any documents or statement which refer to our name, are to be circulated to third parties, please consult us before they are issued.
13 Contracts (Rights of Third Parties) Act 1999
13.1 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. There are no Third Parties that we have agreed should be entitled to rely on the work done pursuant to our LOE unless we have expressly agreed in the LOE that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the LOE is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14.2 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.
15 Quality of service
15.1 We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know by contacting Paul Whiteley or Neil Hollingshead.
15.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may take up the matter with the Association of Chartered Certified Accountants. This should be done promptly and, in any event, no later than 6 months after exhausting our procedures.
16 Electronic and other communication
16.2 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 dispatch. 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 accept in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by hard copy, other than where electronic submission is mandatory.
16.3 Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.
16.4 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.
16.5 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.
17 Applicable law
17.1 The LOE and our standard terms and conditions of business are governed by, and should be construed in accordance with, the law and practice of England and Wales. Each party agrees that the courts of England and Wales will have exclusive jurisdiction in relation to any claim, dispute or difference concerning them and any matter arising from them. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
18 Data Protection
18.1 We confirm that we will comply with the provisions of the General Data Protection Regulation (GDPR) when processing personal data about you your directors and employees and your/their family/lies.
Obtaining, recording or holding personal data; or
Carrying out any operation or set of operations on personal data, including collecting and storage, organising, adapting, altering, using, disclosure (by any means) from the records manual and digital.
The information we obtain, process, use and disclose will be necessary for:
The performance of the contract
To comply with our legal and regulatory compliance and crime prevention
Contacting you with details of other services where you have consented to us doing so
Other legitimate interests relating to protection against potential claims and disciplinary action against us.
This includes, but is not limited to, purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns.
18.2 In regard to our professional obligations we are a member firm of the Association of Chartered Certified Accountants (ACCA). Under the ethical and regulatory rules of ACCA We are required to allow access to our client files and records for the purpose of maintaining our membership of this body.
19 Money Laundering Regulations 2017
19.1 In accordance with the Proceeds of Crime Act, The Terrorism Act, Money Laundering Regulations 2017 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).
19.2 You also acknowledge that we are required to report directly to the NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.
19.3 As with other professional services firms, we are required to have appropriate risk-based policies and procedures for assessing and managing money laundering risks: this applies at the start of any business relationship and through the lifetime of the relationship. This includes undertaking appropriate customer due diligence. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
19.4 Copies of such records created as part of the client due diligence process, including any non-engagement documents relating to the client relationship and ongoing monitoring of it, will be retained by us for a period of five years after we cease to act for the business unless we are required to retain them under statutory obligation, or to retain them for legal proceedings, or you consented to the retention in which case records will be retained for not more than 10 years.
20 Provision of Services Regulations 2009
20.1 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.
21.1 We will only assist with implementation of our advice if specifically instructed in writing.
22 Intellectual property rights
22.1 We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
23.1 If any provision of these terms and conditions and the LOE is held to be void, then that provision will be deemed not to form part of this contract and the remainder of the agreement shall be interpreted as if such provision had never been inserted.
23.2 In the event of any conflict between these terms of business and the LOE, the relevant provision in the LOE will take precedence.
24.1 Insofar as permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
25 Limitation of liability
25.1 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 willful default.
25.2 Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information. 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.
25.3 Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under our engagement if the delay or failure is caused by circumstances outside our reasonable control.
25.4 Exclusion of liability relating to non-disclosure or misrepresentation.
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or wrongly misrepresented to us.
25.5 Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
25.6 Limitation of aggregate liability
We may have discussed and agreed a limitation in our aggregate liability to you and any third parties which we both regard as fair and reasonable in the circumstances of our assignment. The aggregate liability, to you and any third party and whether in contract, tort or otherwise of this firm, its partners, employees and agents for any losses in any way connected with any of the services provided to you under the terms of our engagement (and including interest) shall not exceed that agreed amount or an amount that is fair and reasonable, proportional and for which we are directly responsible. 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 partners or employees.
25.7 iXBRL tagging
With regard to our iXBRL tagging service in respect of financial statements submitted to HMRC with company tax returns, we will seek your approval of the financial statements which we will take as your authorisation for us to tag and submit the returns to HMRC on your behalf. We do not accept responsibility for any inaccuracies in the tagging that may be identified by HMRC or for any enquiry initiated by HMRC as a result of the tagging used.
26 Reliance on advice
26.1 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.
27 Our responsibility to you
27.1 We have set out the agreed scope and objectives of your instructions within our LOE. Any subsequent changes will be discussed with you and where appropriate a new LOE will be agreed. We shall proceed on the basis of the instructions we have received from you and will rely on you to tell us as soon as possible if anything occurs which renders any information previously given to us as incorrect or inaccurate. We shall not be responsible for any failure to advise or comment on any matter that falls outside the specific scope of your instructions. We cannot accept any responsibility for any event, loss or situation unless it is one against which it is the expressed purpose of these instructions to provide protection.
28 Your responsibility to us
28.1 The advice that we give can only be as good as the information on which it is based. In so far as that information is provided by you, or by third parties with your permission, your responsibility arises as soon as possible if any circumstances or facts alter, as any alteration may have a significant impact on the advice given. If the circumstances change therefore or your needs alter, advise us of the alteration as soon as possible in writing.
29 Other services
29.1 You may request that we provide other services from time to time. If these services are expected to exceed £500, we will issue a separate LOE and scope of work to be performed accordingly.
29.2 Where specialist advice is required on occasions we may need to seek this from or refer you to appropriate specialists.
29.3 Unless a service is specifically covered by separate written terms of engagement you must assume that it will not be provided by us.
30 Conflicts of interest
30.1 We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
30.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.
31 Consumer credit
31.1 The firm is not authorised by the Financial Conduct Authority (FCA) for non-credit related activities. We fall within the ACCA DPB regime (FSMA 2000 Part 20) for incidental Consumer Credit services that we provide to you as part of your professional accounting and tax services.
32 Period of engagement and termination
32.1 Unless otherwise agreed in the LOE our work will begin when we receive your implicit or explicit acceptance of the LOE. Except as stated in those terms we will not be responsible for periods before that date. If any previous accountant or advisor was appointed they will be responsible for earlier periods, including dealing with outstanding returns, assessments and other matters relating to earlier periods and they will agree the position with the relevant authorities.
32.2 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.
32.3 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.
33.1 Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
33.2 Should we have no contact with you for a period of one year or more we may issue to your last known address a disengagement letter and thereafter cease to act.
33.3 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.
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