ALL OUR DEALINGS WITH YOU (AND YOUR DEALINGS WITH US), WILL BE CARRIED OUT UNDER THESE STANDARD TERMS AND CONDITIONS OF BUSINESS.
1. Applicable Law
The engagement letter and our standard terms and conditions of business are governed by, and should be construed in accordance with Scottish law. Each party agrees that the courts of Scotland 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, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction - Civil or Common Law jurisdiction, as Scotland is a bi-juridical country.
2. Client identification
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. Client money
We may, from time to time, hold money on your behalf. Such money will be held in trust, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with our own Policies and Procedures.
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 Santander for small deposits, subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
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 net.
4. Commissions and 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 intimate this to you and also any payment or 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 received by us.
We are committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact the Proprietor James N. Gillan, directly at the address below. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right.
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.
7. Conflicts of interest
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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.
8. Data Protection
We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Should we have no contact with you for a period of 12 months or more we may issue to your last known address a disengagement letter and hence cease to act.
10. Electronic and other communication
Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by 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 through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor 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 where electronic submission is mandatory.
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 that the document was sent.
11. Fees and payment terms
Our fees will 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 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.
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 that 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 periodically, the frequency and timing depending on the extent and nature of work performed and its completion. Our invoices are due for payment within 14 days of issue. Our fees are exclusive of VAT 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.
It is our normal practice to request that clients with an annual fee in excess of £1,200 pay by monthly standing order, periodically adjusting the monthly payment by reference to actual billings.
We reserve the right to charge interest on late paid invoices at the rate of 3% 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 14 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 and you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
13. 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.
If any provision of this engagement letter 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, the relevant provision in the engagement letter will take precedence.
15. 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 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 to the board of directors/ the partnership and take no further action until the board/ partnership has agreed the action to be taken.
16. Investment advice
We are not authorised by the Financial Services Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorised by the Financial Services Authority.
Insofar as we are permitted to do so by law (Common Law or Civil 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.
18. Limitation of liability
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, 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.
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.
19. 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.
20. The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007
In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 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.
We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.
This definition is very wide and would include such crimes as:-
deliberate tax evasion;
deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
fraudulent claiming of benefits or grants; or
obtaining a contract through bribery.
Clearly this list is by no means exhaustive.
We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent, In consequence, neither the firms; principals nor staff may enter into any correspondence or discussions with you regarding such matters.
We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.
21. Period of engagement and termination
Unless otherwise agreed in the engagement letter, our work will begin when we receive your 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 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 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 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.
22. Professional rules and statutory obligations
We will observe and act in accordance with the bye- laws, regulations and ethical guidelines of our industry and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC 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.
23. Professional indemnity insurance
We hold professional indemnity insurance at our place of business, copies of which are available on request. Information on this may also be found HERE.
24. 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.
25. Retention of papers
You have a legal responsibility to retain documents and records relevant to your affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will return any original documents to you (if requested). Documents and records relevant to your affairs are required by law to be retained as follows:
Individuals, trustees and partnerships:
With trading or rental income: 5 years and 10 months after the end of the tax year;
Otherwise: 22 months after the end of the tax year;
Companies: 6 years from the end of the accounting period.
Whilst certain documents may legally belong to you we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old.
You must tell us if you require the return or retention of any specific documents for a longer period.
These Terms & Conditions were last updated on 10th November 2014
We believe these Terms meet or exceed any professional requirements at the date of writing.
In the event of any complaint please write to: James N. Gillan (Dept CO), 35 Falkirk Road, Bonnybridge, Stirlingshire FK4 1BG