Standard Terms of Business

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Last updated 12/11/2020

1. Applicable law

1.1 This engagement letter 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 (including the firm’s standard terms of business) and any matter arising from it. 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 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.

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

2.1 In common with all accountancy and legal practices, the firm is required by law to:

• Maintain identification procedures for clients and 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.

2.2 We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks.

3. Quality of service

3.1 We aim to provide you with a fully satisfactory. If, however, you are unable to deal with any difficulty through any member of our team please contact Zoe Barker MAAT on 01285 842626 or write to B2B Accountancy Limited, Wellington House, 57 Dyer Street, Cirencester, Gloucestershire, GL7 2PP. We undertake to investigate any complaint carefully and promptly and to do all we can to explain the position to you. We will acknowledge any letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Association of Accounting Technicians (AAT), our regulatory body.

4. Commissions or other benefits

4.1 In some circumstances, commissions or other benefits may become payable to us or one of our associates in respect of transactions we or such associates arrange for you. If this happens, we will notify you in writing of the amount and terms of payment. The nature of the engagement and professional judgement would determine the frequency and detail required to ensure compliance with our Code of Ethics. You consent to such commission or other benefits being retained by us or by our associates, without our, or their, being liable to account to you for any such amounts.

5. Fees and payment terms

5.1 Our fees may depend not only on the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved, but also the level of risk identified, and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the year and will be due on presentation.

5.2 We may indicate a fixed/indicative fee for the provision of specific services. We will not usually identify fixed fees for more than a year in advance as these may need to be revised considering subsequent events. Where we estimate our fees for any specific work, this will not be binding unless this is clearly stated to you. Otherwise, our fees will be based on the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour.

5.3 If it is necessary to carry out work outside the responsibilities outlined in our engagement schedules 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. Our fees will exclude out of pocket expenses. Out of pocket expenses will be billed as incurred for reimbursement by you.

5.4 It is becoming more common that clients wish to decide to pay a proportion of their fee on a monthly standing order. These standing orders would be applied to fees arising from work agreed in our letters of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved you may wish to schedule to pay an amount to us on a regular basis.

5.5 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 30 days net. 

6.  Retention of and access to records

6.1 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 accounts and returns.

6.2 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.

7. Electronic communication

7.1 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 using 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.

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

8. Data protection

8.1 To enable us to discharge the services agreed in this engagement letter, 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 / your business / company / partnership / its shareholders / members / officers and employees 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.

8.2 You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within our engagement schedules relieve you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation. 

8.3 Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will always take appropriate measures to comply with relevant requirements when processing data on your behalf. We confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.

8.4 Our privacy notice, as set out in a separate appendix to these terms of business] explains how we process personal data in respect of the various services that we provide.

9. Professional rules and practice guidelines

9.1 We are a member of the Association of Accounting Technicians and in our conduct are subject to its Code of Ethics and Conduct which can be found at https://www.aat.org.uk/membership/standards - requirements/professional-ethics We will observe and act in accordance with the bye-laws and regulations of AAT. We accept instructions to act for you on this basis.

10. Conflicts of interest

10.1 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 averse to yours. Subject to our confidentiality clause, we confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.

10.2 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 would be guided by the Code of Ethics and Conduct of the Association of Accounting Technicians.

11. Timing of our services

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

12. Use of our name in statements or documents issued by you

12.1 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.

12.2 The copyright in any document prepared by us belongs to us in entirety unless the law specifically provides otherwise.

13. Interpretation

13.1 If there is a conflict between an engagement letter schedule and these terms of business then the engagement letter takes precedence.

13.2 We will provide services as outlined with reasonable care and skill. 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.

13.3 You will not hold us, the owners of this firm and any staff employed by the firm, 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 in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of the principals or employees personally.

13.4 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.

13.5 If any provision of this engagement letter or terms of business or its application is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provision and its application shall not in any way be affected or impaired.

13.6 Advice we give you orally should not be relied upon unless we confirm it in writing. We endeavour to record all advice on important matters in writing. However, if you particularly wish to rely upon oral advice, we give you during a telephone conversation or a meeting, you must ask for the advice to be confirmed in writing.

13.7 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 the light of any change in the law or 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.

13.8 Unless specifically instructed and agreed in advance we will not assist with the implementation of our advice.

14. Provision of cloud-based services

14.1 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 fees and payment terms, Electronic communication, and Data protection.

14.2 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.

14.3 The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them regarding the resumption of a normal service as soon as possible.

15. Termination of our agreement

15.1 Either party to these terms of engagement may terminate the agreement by giving notice in writing to the other party. We may, however, terminate our agreement immediately where you fail to cooperate with us, or we have reason to believe that you have provided us or HMRC with misleading information.  Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

15.2 Should our contract be terminated; we will endeavour to agree with you the arrangements for the completion of work in progress at that time.  We may, however, be 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.