Torr Waterfield Limited - Standard Terms And Conditions Of Business
1 Applicable law
1.1 These terms and conditions 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 them and any matter arising from them. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
1.2 Persons who are not party to these terms and conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of them. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.
1.3 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
2 Client identification (Proceeds of Crime Act 2002 and Money Laundering Regulations 2017)
2.1 2.1 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.
3 Investment advice
3.1 We are not authorised by the Financial Conduct Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorised by the Financial Conduct Authority.
3.2 In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of transactions which we or such associates arrange for you. The fees that would otherwise be payable by you will not take into account the benefit to us of such amounts. As far as allowed by legislation, 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 Association of Chartered Certified Accountants.
4.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Yorkshire Bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
4.3 If the total sum of money held on your behalf 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 Limitation of liability
5.1 We will perform our work with reasonable skill and care. The total aggregate liability to you, of whatever nature, other than in connection with an audit, whether in contract, tort or otherwise, of Torr Waterfield Limited for any losses whatsoever and howsoever caused arising from or in any way connected with our work will be agreed in writing between us.
6 Fees
6.1 Our fees are computed on the basis of the time spent on your affairs by the directors and our staff and on the levels of skill and responsibility involved. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year.
6.2 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.
6.3 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.
6.4 Our current rates will normally apply to all our work. We reserve the right to charge at an increased rate for particularly urgent or complex work. Our current hourly rates are available on request.
6.5 Our charges are subject to VAT at the prevailing rate.
6.6 If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.
6.7 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved we should be grateful if you would agree to pay an amount to us on a regular basis.
6.8 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 30 days net.
6.9 We are sure you will understand that, in the event of payment of our charges not being made in accordance with the above, we reserve the right to decline to act further and suspend all work. Please note that this will include the submission of any documents to any relevant authority or regulator (e.g. HM Revenue & Customs or Companies House). Please also note that in the event any documents are delayed in their submission to a relevant authority, this may lead to penalties and interest being issued against you. You will be fully responsible for any such penalties and interest, and Torr Waterfield Limited will have no liability in respect of any such penalties and interest.
6.10 If for any reason you feel that our fee is incorrect, please advise us within 30 days from the date of invoice, otherwise the invoice will become due and payable in full.
7 Retention of and access to records
7.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you at the completion of our work.
7.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.
8 Confidentiality
8.1 Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
8.2 We may, on occasions, subcontract work on your affairs to other professionals. The subcontractors will be bound by our client confidentiality terms.
8.3 We reserve the right, for the purpose of promotional activity, training or for similar business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
9 Best service
9.1 We are committed to providing you with a high quality service that is both efficient and effective. 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.
9.2 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.
9.3 If you feel that a complaint is not properly addressed or if you consider that the person responsible for your affairs is not appropriate for the initial contact please contact our Office Manager. You of course retain the right to take up matters with the Association of Chartered Certified Accountants if you are dissatisfied by our response to your complaint.
10 Electronic communication
10.1 Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. Internet communications are capable of data corruption and therefore 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 business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
10.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
11 Data Protection
11.1 To enable us to discharge the services agreed, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.
12 External review
12.1 As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.
13 Professional rules and practice guidelines
13.1 We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the Association of Chartered Certified Accountants and accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HM Revenue & Customs where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements at our office. The requirements are also available on the internet at: www.accaglobal.com/content/dam/acca/global/PDF-members/2012/2012c/CofEC.pdf.
14 The Provision of Services Regulations 2009
14.1 We are registered to carry on audit work in the UK by the Association of Chartered Certified Accountants. Details of our audit registration can be viewed at www.auditregister.org.uk under reference number 0764785.
14.2 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 office.
15 Conflicts of interest
15.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to our confidentiality clause. We confirm that we will notify you immediately should we become aware of any conflict of interest.
15.2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we will be guided by our Code of Ethics which can be viewed on the internet at the address previously stated.
16 Internal disputes within a client
16.1 If we become aware of an internal dispute between the parties who are in some way connected to a client, it should be noted that we will 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 correspondence address. If conflicting advice, information or instructions are received from different parties, we will refer the matter to you and take no further action until it is resolved.