The following terms of business apply to all engagements accepted by GRB Registrars Limited. All work is carried out under these terms except where changes are expressly agreed in writing.
These Terms of Business also apply to engagements accepted by GRB Registrars Limited except for any paragraphs pertaining to audit.
Applicable Law
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 this engagement letter and any matter arising from it. Each party irrevocably revokes 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 inappropriate forum, or to claim that those Courts do not have jurisdiction.
Bribery Act 2010
In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the firm and its partners, consultants and employees from offering or receiving bribes.
Client money
If at any time we hold money on your behalf, such money shall be held on trust in a designated client bank account, such account being separate from our firm’s funds. The operation of this account shall comply with the Clients’ Money regulations of the Institute of Chartered Accountants in England and Wales.
Should any monies be held in an interest-bearing account, we shall, subject to any current taxation legislation, pay any interest to you gross.
Should there no longer be any reason for us retaining funds on your behalf we shall immediately return such funds. Should we be retaining funds on behalf of a client and that client has remained untraced for a period of five years, we shall pay any such funds to a registered charity. Should our firm cease to practice we shall pay any untraced client funds to a registered charity.
Commissions or other benefits
In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions, which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.
We will retain any commission under £1,500. If the amount is significantly higher than that amount we would notify you and obtain your permission to retain the commission.
Complaints
We aim to provide you with a fully satisfactory service at all times. If, at any time, you are dissatisfied with our service, we would ask you to contact Mr J D Zinkin. We undertake to look into complaints carefully and promptly and to do what we can to resolve the position. If you are still not satisfied you may, of course, take up the matter with the Institute of Chartered Accountants in England and Wales.
Confidentiality
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.
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.
We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
Conflicts of interest
Subject to our agreement relating to confidentiality, you have agreed that we may act for any other client whose interests are, or may be, adverse to yours. Should we, at any time, become aware of any conflict of interest between the work we carry out for you and the work we carry out for others, we shall notify you immediately.
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 the Code of Ethics of the Institute of Chartered Accountants in England and Wales which can be viewed at www.icaew.com/technical/trust-and-ethics/ethics/code-of-ethics. However, should circumstances arise whereby a conflict of interest cannot be managed in such a way as to protect your interests, then we will be unable to provide further services.
Contracts
No term of this agreement may be enforced under the Contracts (Rights to Third Parties) Act 1999 by a person who is not a party to this agreement. However, any right or remedy of any person that exists or is available otherwise than pursuant to that Act shall not be affected by this clause.
Data protection
In this clause the following definitions shall apply:
‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;
‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
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.
You shall only disclose client personal data to us where:
- 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 www.fmcb.co.uk);
- you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
- 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 our Data Protection point of contact at info@fmcb.co.uk.
We shall only process the client personal data:
- in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
- in order to comply with our legal or regulatory obligations; and
- 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 (available at www.fmcb.co.uk) contains further details as to how we may process client personal data.
For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers).
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 or 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:
- we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
- we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
- we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.
Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial 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 to you in accordance with our engagement letter with you in relation to those services.
Disengagement
Subject to the following provision, this agreement may be terminated by either party by the giving of 21 days notice in writing to the other party, provided that this agreement may be terminated with immediate effect should you fail to cooperate with us in the carrying out of our work or if we are of the opinion that you have been in breach of any laws or other relevant regulations.
Should our engagement cease we shall provide you with a disengagement letter which will set out our respective responsibilities. This disengagement letter will be sent to your last known address. Should we receive no acknowledgement to this disengagement letter within a period of 21 days we shall cease to act.
Electronic and other communication
We shall, where appropriate, communicate with you and any other third parties by email or other forms of electronic communication, unless you instruct us in writing not to do so. In the case of such communication, it is the responsibility of the recipient to carry out any virus checks on any emails or attachments.
We accept no responsibility or liability for the non-receipt, delayed receipt or the misdirection of any electronic communication, or for any damage or loss caused by viruses or malicious software. In addition, we accept no responsibility or liability for accidental error when dealing with such forms of communication.
Fees and payment terms
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.
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.
Where 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 reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
Our fees are exclusive of VAT (Registration Number 330 9660 62), which will be added where it is chargeable. 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 to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
We reserve the right to charge interest on late paid invoices at the rate of 2% per month 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 on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where 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.
Implementation
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
Intellectual property rights
We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
Interpretation
If any provision of our engagement letter or enclosed schedules is held to be void, then 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 appendices, the relevant provision in the engagement letter or schedules will take precedence.
Internal disputes within a client
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, 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 normal place of business for the attention of the directors. If conflicting advice, information or instructions are received from different directors in the business we will refer the matter back to the board of directors and take no further action until the board has agreed the action to be taken.
Investment advice (including insurance mediation services)
If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority.
If during the provision of taxation services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.
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.
Late payment
Should your account be overdue for payment, we reserve the right to charge interest on the overdue amount at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
Lien
We reserve the right, subject to any applicable law or professional guidelines, to exercise a lien over all funds, documents or other records in our possession which relate to any work carried out for you by ourselves until all outstanding fees have been paid in full.
Limitation of liability
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damage, costs and expenses caused by our negligence or wilful default.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information.
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
Exclusion of liability relating to the discovery of fraud etc
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.
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.
Indemnity for unauthorised disclosure
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 by 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 that we spend in defending it.
Limitation of aggregate liability
Where the engagement letter specifies any aggregate limit of liability, then that sum shall be the maximum aggregate liability of this company, its directors, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.
Limitation of Third Party rights
The advice and information we provide to you as part of our service 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, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Money laundering disclosures
The provision of audit services is a business in the regulated sector under the Proceeds of Crime Act 2002 and, as such, partners and staff in audit firms have to comply with this legislation which includes provisions that may require us to make a money laundering disclosure in relation to information we obtain as part of our normal audit work. It is not our practice to inform you when such a disclosure is made or the reasons for it because of the restrictions imposed by the “tipping off” provisions of the legislation.
Period of engagement and termination
Unless otherwise agreed in the engagement covering letter our work will begin when we receive your implicit 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 this agreement by giving not less than 21 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us 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 prior to termination.
In the event of termination of this 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 shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
Practice Assurance
This firm is a member of the Practice Assurance scheme operated by the Institute of Chartered Accountants in England and Wales. In order to maintain a quality service to our clients, a sample of client files will be reviewed periodically by an independent party. All reviewers are subject to the same conditions of confidentiality as attach to this firm.
Professional indemnity insurance
In accordance with the disclosure requirements of the Provision of Services Regulations 2009, we confirm that our professional indemnity insurer is RSA Insurance Plc, c/o QBE UK Limited 30 Fenchurch Street, London EC3M 3BD. The territorial coverage is worldwide excluding business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.
Professional rules and statutory obligations
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and will accept instructions to act for you on this basis. The Institute’s Code of Ethics can be found at www.icaew.com/regulation.
Quality Control
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 our principals and staff.
Reliance on advice
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 the advice to be confirmed by us in writing.
Retention of papers
During the course of our work we shall request documentation and other information from you. At the conclusion of our work we shall return to you the originals of any documentation that you have given to us. You should ensure that this documentation is retained for the period required by statute (which is 6 years) or other regulations.
Our document retention policy is to destroy client documents, including any documents which legally belong to you, after a period of 7 years, unless we are of the opinion that such documents may be of continuing significance. Should you wish us to retain any documents for a longer period, you must inform us of this fact in writing.
Timing of our services
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 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.
