Terms of business

1 Introduction

1.1 All work we do for you is governed by these terms of business and any agreed written variation.

1.2 In these terms of business "we" "us" or "our" refer to Clarkson Hyde LLP ("the LLP").

1.3 Your relationship is solely with the LLP and the LLP has sole legal liability for work done for you and for any act or omission in the course of that work. No partner or member of staff will have any personal legal liability for that work whether in contract, tort or negligence. In particular, the fact that an individual partner or member of staff signs in his or her own name any letter or other document in the course of carrying out that work does not mean he or she is assuming any personal legal liability for that letter or document. You agree to make no claim against any individual partner or member of staff except for fraud or any death or personal injury resulting from negligence.

1.4 We use the term "partner" to mean a member of the LLP and this term does not imply that anyone is carrying on business with others in partnership for the purposes of the Partnership Act 1890.

2 Professional rules and practice guidelines

2.1 We will observe the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines. In particular you give us authority to correct HM Revenue and Customs errors. Copies of these requirements are available for your inspection in our offices.

3 Commissions or other benefits

3.1 In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of introductions to other professionals or transactions we or such associates 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 fees that would otherwise be payable by you as described below will not be abated by such amounts. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our or their, being liable to account to you for any such amounts.

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 the 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 earned on the balances held on your behalf in any calendar year exceeds £25.00. Subject to any tax legislation, interest will be paid gross.

5 Retention of records

5.1 During the course of our work we will collect information from you and others acting on your behalf. Unless otherwise instructed, we will retain any original documents sent to us in connection with the preparation of our work for at least 5 years from the 31 January following the end of the tax year.

5.2 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 think may be of continuing significance. You must tell us if you require retention of any document.

6 Conflicts of interest and independence

6.1 You agree that we may reserve the right to act during this engagement for other clients whose interests are or may be adverse to yours, subject to 7 below. We confirm that we will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.

7 Confidentiality

7.1 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 pronouncements applicable to our engagement.

7.2 You agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith think fit to preserve confidential information both during and after termination of this engagement.

8 Data Protection Act 1998

8.1 To enable us to discharge the services agreed under this 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, the business, its officers and employees. You have a right of access, under the data protection legislation, to the personal data that we hold about you. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Peter Minchell.

9 Proceeds of Crime Act 2002 and Money Laundering Regulations 2007

9.1 In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

  •     Maintain identification procedures for all new clients;
  •     Maintain records of identification evidence;
  •     Report, in accordance with the relevant legislation and regulations, to the National Criminal Intelligence Service, any knowledge or suspicion of money laundering.

10 Investment Services

10.1 We may, in the course of the other professional services set out in the engagement letter, assist you with regard to exempt regulated activities which are incidental to the other professional services. 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.

10.2 If during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority, as we are not. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.

11 Quality control

11.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality control review. Our reviewers are highly experienced and professional people and, of course, are bound by the same requirements for confidentiality as our partners and staff.

12 Help us give you the best service

12.1 We wish to provide a high quality of service at all times. If at any time you would like to discuss with us how our service could be improved or if you are dissatisfied with the service you are receiving please let us know by contacting your assignment partner orMalcolm Coomber.

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 we have given you a less than satisfactory service we undertake to do everything reasonable to put it right. If you are still not satisfied you may of course refer the matter to our Institute.

13 Contracts (Rights of Third Parties) Act 1999

13.1 Our partners and members of staff will have the right to enforce section 1.3 of these terms of business under the Contracts (Rights of Third Parties) Act 1999. We reserve the right to vary these terms of business without having to seek the consent of our staff.

13.2 Any other person who is not a party to these terms of business shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of such terms. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.

13.3 The advice, which we give 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.

14 Limitation of liability

14.1 We will provide our professional services outlined in the 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 authorities.

14.2 You agree to hold harmless and indemnify us, our partners and staff, against any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement.

15 Fees

15.1 Our fees are computed on the basis of the time spent on your affairs by the principals and staff and on the levels of skill or responsibility involved. Invoices will be rendered periodically, at least four times a year, or more frequently as individual projects are completed. Invoices are due for payment 14 days thereafter and are considered overdue if not paid within 30 days. If there are any overdue invoices outstanding, we reserve the right to discontinue services until your account has been settled.

15.2 Out of pocket expenses will be charged as incurred.

15.3 Unless otherwise agreed, fees will be charged separately for each class of work mentioned in the engagement letter.

15.4 If it is necessary to carry out work outside the responsibilities outlined in the engagement letter we will advise you in advance. This will involve additional fees. Accordingly we would like to point out that it is in your interest to ensure that your records etc. are completed to the agreed stage.

15.5 We reserve the right to charge interest at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998 in the case of overdue accounts. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.

16 Applicable law

16.1 Our engagement shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter, terms of business and any matter arising therefrom. 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 any inconvenient forum, or to claim that those Courts do not have jurisdiction.

17 Communicating with you

17.1 E-mail may be used to enable us to communicate with you. As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on attachments received.

17.2 Internet communications are capable of data corruption. 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 affairs are borne by you. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

17.3 As part of our services to clients, from time to time, we would like to send you information on changes in regulations that may affect your financial affairs or new services we believe may be of interest to you. In line with Privacy and Electronic Communications (EC Directive) Regulations 2003 we will only do so on receiving your written consent and we would ask you to indicate your wishes in this regard by ticking the appropriate box when signing the engagement letter.

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London Office:
33 Cavendish Square
London W1G 0PW +44 (0) 20 8652 2450 jeb@clarksonhyde.com

Sutton Office:
Chancery House
St Nicholas Way
Sutton, Surrey SM1 1JB
+44 (0) 20 8652 2450 ptm@clarksonhyde.com