General Terms of Business

Our engagement letter, the schedules of services and our standard terms and conditions of business are governed by and construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those courts or to claim that those courts do not have jurisdiction.

We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.

As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. 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.

If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations, including if you accept or make high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods, you should inform us.

Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as amended by the 2022 regulations (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use.

We are not authorised to hold client money. We will advise you of any payments of tax, national insurance or similar duties that should be paid by you or any corporate entity for whom you have such responsibility, and the responsibility for settling such amounts will be yours. We will not be held liable for interest or penalties if such payments are not made in time where we have given you the relevant information in advance of the deadline.

We do not receive commissions or other financial benefits from third parties arising from our work for you. Should any such benefit be offered to us in the future we will notify you in writing within 14 days, and we will not accept it without your prior agreement.

Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.

You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement.

If we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing appropriate safeguards to preserve confidentiality, which may include separate arrangements for storage of and access to information.

We may, on occasion, subcontract work on your affairs to other tax or accounting professionals. Any subcontractors will be bound by our client confidentiality terms.

We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by confidentiality terms equivalent to those of an employee.

Where we use external or cloud-based systems, we will ensure the confidentiality of your information is maintained. This applies in addition to our obligations on data protection in clause 26.

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, unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services and will assist you to find a suitable alternative adviser.

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics.

During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with, or be adverse to, yours, subject to our obligations of confidentiality and the safeguards set out in clause 5 above.

If we resign, or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

If we have no contact with you for a period of 18 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties by email or other electronic means. The recipient is responsible for virus checking emails and any attachments.

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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or 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 bear 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 paper mail, other than when electronic submission is mandatory.

Where we deem it appropriate, we will send highly confidential information to you by an encrypted and secure system which will also enable you to respond to us in a similar manner.

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

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

If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that that will be the case. Otherwise, our fees will be calculated on the basis of the hours worked multiplied by a rate per hour assessed to the level of skill required. Indicative rates can be provided on request.

If 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 will notify you of a revised figure or range and seek your agreement to the change.

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 you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

We will bill you following the completion of each separately identifiable assignment – annually for accounts preparation and tax returns, or more frequently for continuous services. Our invoices will be due for payment within 14 days of issue or such other period as may be agreed by us in writing. 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.

Unless otherwise agreed, our fees do not include the costs of any third party, counsel or other professional fees. If such costs are incurred to fulfil our engagement, we will advise you of the necessary additional charges, which will then be billed to and payable by you.

We reserve the right to charge interest on late paid invoices at the rate of 8% above 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, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so.

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.

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.

We are committed to providing you with a high-quality service that is both efficient and effective. If at any point 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 Chris Wiltshire at our firm’s address.

We will consider carefully any complaint you make about our service as soon as we receive it and do all we can to explain the position to you. We will acknowledge your communication within five business days of receipt and endeavour to deal with your complaint within eight weeks.

Please note that we accept no liability for delays in the provision of our services where such delays are as a result of HMRC systems, services or access issues.

If we do not answer your complaint to your satisfaction, you may take up the matter with our professional body, ICAEW.

Should we be unable to resolve your complaint, you may also be able to refer it to an alternative dispute resolution (ADR) provider. We will provide details of an ADR provider if we cannot resolve your complaint using our internal procedures. This is in addition to your ability to complain to ICAEW.

We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.

You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception would be statements or documents that, in accordance with applicable law, are to be made public.

If any provision of our engagement letter or terms of business is held to be void, that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or schedules, the relevant provision in the engagement letter or schedules will take precedence.

If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, 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 registered office or normal place of business for the attention of the directors, partners or trustees as appropriate. If conflicting advice, information or instructions are received from different directors, partners or trustees, we will refer the matter back to the board of directors, the partnership or the trustees as a body, and take no further action until they have agreed the action to be taken.

Investment business is regulated by the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments (including insurances), we will refer you to someone who is authorised by the Financial Conduct Authority, as we are not so authorised.

Insofar as we are permitted to do so by law or by 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.

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 breach of contract, negligence, fraud or wilful default.

We will not be liable if such losses are caused by the acts or omissions of any other person or are 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.

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

We will not be liable to you for any delay or failure to perform our obligations under the engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

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, unless that misrepresentation, fraud or wilful default should have been evident to us without further enquiry.

If you, or any party on your behalf, fail to provide information to us by any deadlines we request, or do not provide us with full and accurate information by those deadlines, we shall not be responsible for any losses arising as a result of any subsequent failure by us to meet any filing or other dates on your behalf, even if the information is provided prior to such dates.

We shall not be liable for any losses arising if the advice we provide to you is used for any purpose other than that for which the advice was specifically agreed to be provided.

By engaging with us, you agree that any claim arising from this agreement will only be brought against us as a firm and not against any of our principals, directors, employees, subcontractors, consultants or agents personally.

The advice and information we provide to you as part of our services 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 for any advice, information or material produced as part of our work for you that 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.

You agree to indemnify us in full in the event that any claim is brought against us (including any claim for negligence) for any loss arising as a result of any unauthorised disclosure by you of our advice or work, whether in writing or otherwise, or for any disclosure of such work with the removal of any disclaimer that we have included within it. This indemnity will extend to the cost of investigating and defending any such claim, including our fees at our usual rates for any time we spend in so doing, as well as any legal costs at the full indemnity rate.

Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.

Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party, except if you fail to co-operate 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 before termination.

We reserve the right to terminate the engagement with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

In the event of termination of our 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 will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW (including Professional Conduct in Relation to Taxation) and will accept instructions to act for you on this basis. In particular, you give us the authority to correct errors made by HMRC if we become aware of them. We will notify you of such errors and their corrections or adjustments. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

We will not submit final or amended tax returns or other submissions which are your responsibility under the various laws and regulations without your permission or a delegated authority to do so on your behalf.

We are not registered as statutory auditors and therefore do not carry out audit work which would be governed by statutory and professional audit regulations. Copies of the requirements applicable to us are available online at www.icaew.com/regulation.

As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principal.

When dealing with HMRC on your behalf we are required to follow Professional Conduct in Relation to Taxation. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit www.gov.uk/government/publications/hmrc-charter. To the best of our abilities, we will ensure that HMRC meets its side of the Charter in its dealings with you.

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 it to be confirmed by us in writing. Advice is valid as at the date it was given.

You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows:

Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.

We may use software programmes, Artificial Intelligence (‘AI’) and internal and external search engines in the performance of the services that we provide to you. In engaging with us, you consent to us doing so. We will not do so in a way that will breach any duties of confidentiality that we owe you and we will do so with reasonable skill and care and in accordance with the usual duties owed by professional accountants to their clients.

You accept and consent that our use as set out in clause 22.1 can extend to technological developments of AI, research purposes and benchmarking, so long as we do not breach our duties of confidentiality to you.

If you do not wish us to use AI in the services that we provide to you, please let us know immediately by contacting Chris Wiltshire. Please note that refusing to permit our use of AI will almost inevitably give rise to an increase in the fees we charge for the work that we carry out.

In providing services to you, we may use software programmes to assist in the processing of your data. Such software currently includes, but may not be limited to, practice management software, cloud-based accounting platforms, tax filing software, and AI-assisted tools used for administration and research. We will update you if we introduce new software that materially changes how your data is processed.

We are not responsible for any failure to deliver our services due to errors in transmission, internet outages, supplier infrastructure issues or any other failure that results in lack of availability of the software programmes or other online services required to enable us to provide the services we have agreed to perform. We are also not liable for any loss or corruption of data if you have breached the terms of any supplier of such software programmes.

We may need to share, allow access to, or otherwise transfer your personal data with service providers (including AI and software providers) based outside the United Kingdom. Where this happens, we will only make transfers that are lawful under the UK GDPR. This means we will: (a) check whether the destination country is covered by a UK ‘adequacy’ decision; or (b) put in place approved safeguards such as the UK International Data Transfer Agreement (IDTA) or the UK Addendum to the EU Standard Contractual Clauses, and complete a transfer risk assessment; and (c) apply appropriate technical and organisational measures (including encryption) to keep the data secure. We will tell you, on request, which countries your data may be transferred to and what safeguards are in place. You can object to a proposed transfer, but this may affect our ability to deliver the relevant services.

Details of our professional indemnity insurer and the territorial coverage of our insurance are available on our website at www.cwiltshireas.co.uk/regulatory.html.

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 to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

If for any reason I am unable to run my practice, I have made arrangements for the continuation of services to clients. The alternate appointed by this firm is Mr David Rogers of Bernard Rogers & Co, Bank Gallery, High Street, Kenilworth, CV8 1LY.

We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data. The terms used in this clause are defined in clause 26.10 below.

You shall only disclose client personal data to us where: (a) you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at cwiltshireas.co.uk/termsofbusiness/privacy-notice-(GDPR).html); (b) you have a lawful basis upon which to do so; and (c) you have complied with the necessary requirements under the data protection legislation to enable you to do so.

Should you require any further details regarding our treatment of personal data, please contact Chris Wiltshire, who acts as our data protection point of contact.

We shall only process the client personal data: (a) in order to provide our services to you and perform any other obligations in accordance with our engagement; (b) in order to comply with our legal or regulatory obligations; and (c) where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice contains further details as to how we may process client personal data.

For the purpose of providing our services to you, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisers or service providers). We will only disclose client personal data to a third party provided that the transfer is undertaken in compliance with the data protection legislation.

We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss, destruction of, or damage to, the client personal data.

In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that: (a) we receive a request from or on behalf of a relevant data subject to exercise their rights under the data protection legislation, or a complaint or adverse correspondence in respect of our processing of their personal data; (b) we are served with an information, enforcement or assessment notice from the Information Commissioner’s Office or any other supervisory authority; or (c) we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, destruction, loss, unauthorised disclosure or alteration of, the client personal data.

Upon reasonable request, we shall each co-operate with the other and take such reasonable steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided.

The cross-reference in clause 5.6 to data protection obligations refers to this clause 26 in its entirety.

The following definitions apply for the purposes of this clause: