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Terms and Conditions

CWR

STANDARD TERMS OF BUSINESS

(Last revised 21st May 2018)

The following standard terms of business apply to all engagements accepted by CW&R Limited. CWR is the trading name of CW&R Limited. All work carried out is subject to these terms except where changes are expressly agreed in writing.

  1. Professional obligations

1.1 We will observe the Bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England & Wales (ICAEW) and accept instructions to act for you on the basis that we will act in accordance with those guidelines. Copies of these requirements are available for inspection in our offices.

1.2 We reserve the right to act during this engagement for other clients whose interests might compete with or may be averse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you 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, but if the circumstances are such that the conflicts cannot be managed in a way that protects your interests, then we regret that we will be unable to provide further services.

     1.3 Professional indemnity insurance

In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Allied World Assurance Company Limited of 20 Fenchurch St, London EC3M 3BY. The territorial and jurisdictional coverage is worldwide, except for the USA and Canada.

2 Investment advice

2.1 Although we are not authorised by the Financial Conduct Authority (FCA) to conduct investment business, we are licensed by the ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.

2.2 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 FCA, as we are not. We may be able to provide certain investment services where these are complementary to or arise out of the professional services we are providing to you.

2.3 Any independent financial adviser we refer you to will treat you as their client for all purposes of the rules of the FCA including best execution.

 

2.4 In some circumstances, commissions or other benefits may become payable to us from third parties we introduce you to, in which case you will be notified in writing of the amount and terms of payment.

For such commission or other benefits, you consent to such commission or other benefits being retained by us without us being liable to account to you for any such amounts. In the absence of the signed engagement letter the firm could retain the commission only if the client gave his and informed consent on each occasion after receiving full disclosure of the amount whereas once the letter is signed, the firm can keep the commission.


3 Client monies

3.1 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 ICAEW.

3.2 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.

3.3 If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, 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.

4 Fees

4.1 Except where specific fee arrangements have been agreed with you in the form of a written quote, our fees are computed on the basis of time spent on your affairs by the principals and our staff and consultants, and on the levels of skill and responsibility involved, together with any necessary disbursements.

4.2 If it is necessary to carry out work outside the responsibilities agreed with you we will advise you in advance, and any additional work 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.

4.3 Our terms relating to payment of amounts invoiced are strictly 30 days net.

4.4 It is our normal practice to request that clients make arrangements to pay a proportion of our costs on a monthly direct debit or by standing order. These payments will subsequently be applied to fee notes arising from work agreed in this letter of engagement for the current and ensuing years. Any amounts still owing 30 days after the date of the fee note are immediately payable unless alternative terms have been agreed.

4.5 Payment can also be made by direct bank credit, cheque or bank debit card.

4.6 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.

4.7 We reserve the right to charge interest on overdue accounts at the current rate under the Late payment of Commercial Debts (Interest) Act 1988. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is delayed.

4.8 In the event that this firm ceases to act in relation to your affairs you agree to meet all reasonable costs of providing information to your new advisors. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

5 Retention of and access to records

5.1 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 following the preparation of your financial statements and returns. You should retain these records for at least six years from the end of the accounting year to which they relate.

5.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than six 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.

6 Confidentiality

6.1 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 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 terms.

6.3 We reserve the right, for the purposes of promotion activity, training or other business purposes to mention that you are a client. As stated above, we will not disclose any confidential information.

 

7 Quality control

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

8 Dealing with HM Revenue and Customs

8.1 When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. 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 dealings with HMRC, see https://www.gov.uk/government/publications/your-charter . To the best of our abilities, we will ensure that HMRC meet their side of the charter in their dealings with you.

8.2 To reduce the possibility of an inaccuracy penalty being charged by HMRC, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations and for acting on any advice that we give you.

9 Help us to give you the right 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, primarily by contacting the director dealing with your affairs.

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 you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with the practice’s managing director, Mr Jeff Bellamy, and ultimately the ICAEW.

10 Applicable law

10.1 This standard terms of business letter and associated engagement letter are governed by, and construed in accordance with, English law. 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 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.

10.2 If any provision in the letters referred to in 10.1, above, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

Changes in the law

10.3 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 your circumstances.

10.4 We will accept no responsibility for losses arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given.

11 Internet Communication

11.1 Unless you instruct us to the contrary we may, where appropriate, communicate with you and with third parties by email or other electronic means. However, 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 email 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 email is not an acceptable means of communication.

11.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.

12 Client Data 

12.1 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, 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. 

13 CWR Privacy Statement – Personal Data

13.1 We are committed to protecting your personal data in accordance with the Data Protection Act 2018 (DPA 2018) and the General Data Protection Regulations (GDPR).

13.2 We process personal data for several purposes and the means of collection, lawful basis of processing, use, disclosure, and retention periods for each purpose may differ.

13.3 Our policy is to collect only the personal data necessary for agreed purposes and we ask clients to only share personal data where it is strictly needed for those purposes. We collect personal data from our clients or from third parties acting on the instructions of the relevant client. 

13.4 We process personal data to provide professional services such as tax advice, general or specific business advice as part of the range of services we offer. We also process personal data in the administration and management of our business.

13.5 Your business contact details are used to provide you with information about our services and other information which we think will be of interest to you, unless you tell us not to.   

13.6 We are subject to legal, regulatory and professional obligations.  We need to keep certain records to demonstrate that our services are provided in compliance with those obligations and those records may contain personal data.

13.7 Personal data processed is kept by us for as long as is considered necessary for the purpose for which it was collected (including as required by applicable law or regulation).  In the absence of specific legal, regulatory or contractual requirements, our retention policy period for records and other documentary evidence created in the provision of services is a minimum of 6 years. After 6 years, we review each case and decide if the particular situation justifies holding the data for longer than 6 years.

13.8 We take the security of your data we hold seriously.  We have a policy including procedures and training in place covering data protection, confidentiality and security and regularly review the appropriateness of the measures we have in place to keep the data we hold secure.

13.9 We will only share personal data with others when we are legally permitted to do so.  When we share data with others, we put contractual arrangements and security mechanisms in place to protect your data.

14 Your Privacy Rights

14.1 Under the DPA (2018) and GDPR, Individuals have certain rights over their personal data and data controllers are responsible for fulfilling these rights.

14.2 Access to data

You have a right to access your personal data held by us and you can exercise that right by contacting us below. Our aim is to respond a request promptly and within the legally required limit of 40 days.

14.3 Update of personal data

If you wish to update personal data submitted to us, please contact us below. Once we are informed that any personal data held by us is no longer accurate we will make changes based on your updated information.

14.4 Withdrawal of consent 

Where we hold data based on consent, individuals have a right to withdraw consent at any time. To withdraw consent to our processing of your personal data please contact us below.

14.5 Other rights

This statement is intended to provide information about what personal data we collect about you and how it is used.  As well as rights of access and amendment referred to above, individuals may have other rights in relation to the personal data we hold, such as a right to erasure/deletion, to restrict or object to our processing of personal data and the right to data portability. For further information on these rights please contact us below.

 

14.6 Complaints

If you do want to complain about our use of your personal data, please contact us below with the details of your complaint. You also have the right to register a complaint with the Information Commissioner's Office (“ICO”).  For further information on your rights and how to complain to the ICO, please refer to their website.

14.7 Contacting us about your data

If you have any questions about this privacy statement or how and why we process personal data, please contact our Client Privacy Director, Jeff Bellamy, at our registered office, or email

jeff@cwr-accountants.co.uk

15 Limitations of third party rights

15.1 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.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

15.2 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 to third parties for any aspect of our professional services or work that is made available to them.

16 Client Identification and Money Laundering

16.1 In common with other professional firms, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:

  • Maintain identification procedures for clients and the beneficial owners of clients;
  • Maintain records of identification evidence and the work undertaken for the client, and
  • Report, in accordance with the relevant legislation and regulations.

 

16.2 We have a duty under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, we must not notify you of any such report or any of our staff enter into any correspondence or discussion with you regarding such matters.

16.3 If we are not able to obtain satisfactory evidence of your identity and where applicable, that of beneficial owners, we will not be able to proceed with the engagement.

17 General Limitation of liability

17.1 We will provide services as outlined in this letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities. Further, we will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control.

17.2 You will not hold us, our principals/directors and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing. This applies equally to fraudulent acts, misrepresentations or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. However, 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.

17.3 You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.

17.4 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. 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 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 spent in defending it.

17.5 Having considered both your circumstances and our own, and having discussed it with you, we confirm that this firm’s aggregate liability, whether to yourselves or to any other party, of whatever nature, whether in contract, tort or otherwise, for any losses whatsoever and howsoever caused, arising from, or in any way connected with this engagement shall not exceed £1.5m. This limitation shall not apply to any audit reporting services in this engagement, where under professional guidelines of our institute, and in law, no limitation of liability may exist, but shall apply in full to all other aspects of this engagement.

 

 

 

17.6 We acknowledge that the limit in respect of our total aggregate liability will not apply in any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its principals or employees.

 

18 Intellectual property rights and use of our name

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

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

19 Draft/interim work or oral advice

19.1 In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally.

20 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 – ‘The Regulations’

20.1 The Regulations apply where a contract for the provision of services is initially agreed with an individual (consumer) at a meeting except for meetings in the offices of  CW&R Limited.

20.2 Under The Regulations CW&R Limited are required to provide to the individual at the meeting a Notice of Right to Cancel, however, in order to minimise administrative costs, this Notice has been incorporated into these standard terms of business and the engagement letter to which the terms relate, if applicable. These terms of business and engagement letter, if applicable, therefore replace the required Notice of Right to Cancel under the Regulations.

20.3 Under The Regulations the individual has the right to cancel the contract within 14 days of the receipt of this Notice and to do so must deliver or send a written cancellation notice to CW&R Limited, or the notification can be sent by email if preferred.

20.4 The Regulations also apply where a contract for the provision of services is initially agreed with an individual (consumer) either by telephone or email.

20.5 Under The Regulations the individual has the right to cancel the instructions to CW&R Limited within 14 working days of the receipt of these standard terms of business and engagement letter, and to do so should notify the firm by post or fax.

 

21 Provision of cloud-based services

21.1 Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business above (i.e. Our fees (5), Confidentiality (8), Internet Communication (13), Data Protection Act 1998 (14) and General limitation of liability (18)),

21.2 The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.

21.3 The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them to help ensure that normal service is resumed as soon as possible.

21.4 For the purposes of these terms and conditions “cloud-based software” shall include, but not be limited to, Xero, Sage One Accounting and Intuit Quickbooks Online.

21.5 Where we are accessing cloud-based software as a registered user under your subscription in order to provide bookkeeping services to you, we will comply with the third-party product terms and conditions applicable to us as a registered user of the service under your subscription. Under these circumstances you will own the subscription of the cloud-based software and retain control of the product. Input and processing on the software will be in accordance with the bookkeeping terms detailed in the schedule of services included with this engagement letter that clarifies which parties will be performing which functions. Should we disengage at any point in the future it will be your responsibility to remove CW&R Limited as registered users under your subscription.

21.6 Where you are accessing cloud-based software as a registered user under our subscription, you agree to the terms and conditions applicable to the product being used. Full details of the terms and conditions of the service provider can be reviewed on the relevant service provider’s website. You agree that you will review and comply with all third-party product terms and conditions applicable to you as a registered user of the service. Under these circumstances we will own the subscription of the cloud-based software and retain control of the product, although the data linked to it will belong to you. Input and processing on the software will be in accordance with the bookkeeping terms detailed in the schedule of services included with this engagement letter that clarifies which parties will be performing which functions. Should we disengage at any point in the future we can discuss arrangements for the transfer of this subscription and ongoing payment of fees should you wish to continue with its use, or the provision of the history of your data as processed in a pdf document format if not. Should you not wish to continue with the use of the product we reserve the right to invoice you for the full subscription price plus an administration fee.

 

 

 

22 Internal disputes within a client

22.1 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/normal place of business for the attention of the directors/proprietors. 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 and take no further action until the board/partnership has agreed the action to be taken.

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