Fawbert Adams Limited
Standard Terms of Client Engagement
The following standard terms of business apply to all engagements accepted by Fawbert Adams Limited. All work carried out is subject to these standard terms except where changes are expressly agreed in writing. Specific terms relating to particular services or assignments, or for particular types of legal entity, may be covered by supplementary engagement agreements which form part of the whole client agreement. Fawbert Adams Limited is a private company incorporated in England and Wales, company number 07123244, and trades under the style of Fawbert Adams, Chartered Accountants.
1 Professional obligations
1.1 As an incorporated firm of Chartered Accountants we will observe the Bye-laws, regulations and ethical guidelines of The Institute of Chartered Accountants in England and Wales 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 at our office provided reasonable notice is given.
1.2 Where you present us with 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.
1.3 We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we believe that this has led to a potential conflict of interest to which we are subject in relation to you.
2 Investment services
2.1 The company is authorised by the Financial Conduct Authority (FCA) to conduct investment business.
2.2 Where investment advice is undertaken separate terms of engagement will be issued in relation to that particular work.
3 Commissions or other benefits
3.1 In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of transactions we or such associates arrange for you, in which case you will be notified in writing of the amount and terms of payment. The fees that would otherwise be payable by you will be abated by such amounts. 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 Institute of Chartered Accountants in England and Wales.
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 our bank for the time being 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.
5.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff and sub-contractors or consultants, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.
5.2 If it is necessary to carry out work outside the responsibilities set out in respect of any type of work or assignment it will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records are complete and accurate to the stage agreed in any particular assignment.
5.3 Invoices are payable in full (including disbursements) before any report is signed and before any financial or other statements or reports are made available in final form.
5.4 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis.
5.5 Our terms relating to payment of amounts invoiced (fees and disbursements) and not covered by standing orders, where appropriate, are strictly 30 days net. Prompt payment discounts – where offered – may only be taken if we receive the payment within 14 days of the date of issue of any invoice. Interest may be charged by us on all overdue debts at the rate of 4% over base. Settlement of fees may be by cheque or by payment directly into our bank account.
5.6 Where clients enjoy limited liability status the directors or other officers approving these terms guarantee to pay personally any fees (including disbursements) for services provided to the company which the company is unable to pay. This clause shall become effective when fees become overdue or in the event of a receiver or liquidator being appointed to the company or the company being wound-up.
5.7 In the event that this firm ceases to act in relation your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisors. In particular you agree to meet these costs even where we are required by law to provide information to a successor firm.
6 Retention of and access to records
6.1 During the course of our work we will obtain information from you and others acting on your behalf and will arrange for you to collect any original documents following completion of that work. You should then retain these records for at least seven years from the end of the accounting year to which they relate.
6.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers in our possession 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 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 Help us to give you the right service
8.1 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, by advising a director. You agree to bring any matters of dissatisfaction to our attention as soon as they become apparent and before they are able to be compounded. Furthermore you allow us to be able to address any concerns and make corrections or otherwise rectify shortcomings before referring to third party advisers for advice.
8.2 We undertake to investigate 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 Institute of Chartered Accountants in England and Wales.
8.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner, advise us immediately in writing of any changes to your circumstances and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters.
8.4 This agreement may be terminated by either party in writing at any time.
9 Applicable law
9.1 This engagement letter is 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.
9.2 If any provision in this Standard Terms of Engagement or any associated engagement letter, 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.
10 Internet communication
10.1 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 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. Where email services are used it is the responsibility of the recipient to carry out a virus check on any attachments received.
10.2 We do not accept formal service by email. Royal Mail recorded delivery is preferred.
10.3 We shall endeavour to be proactive and draw to your attention technical or topical issues which may be of interest to you. However, such is the depth and diversity of such information that we will not be held liable for inaction in this respect and our terms of engagement relate to those specific tasks which you have instructed us to undertake. We have a website to which we would draw your attention and this has a secure area available to clients to pass sensitive information to and fro electronically without the use of email if required. We expect clients to visit our website on a regular basis to appraise themselves of any news which we have placed there for the benefit and information of clients. If you wish to make use of our secure data exchange, please ask but we reserve the right to make a charge for this to cover our costs.
11 Data Protection Act 1998
11.1 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. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, we are obliged to appoint a Data Controller in relation to such data. The name of the Data Controller for the time being is available on request.
12 Contracts (Rights of Third Parties) Act 1999
12.1 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.
12.2 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 by you, us or any other party, for any reason whatsoever.
13 The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007
13.1 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:
13.2 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.
13.3 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 includes 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.
13.4 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.
13.5 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.
14 Limitation of liability
14.3 Having considered both your circumstances and our own we will accept that this firm’s aggregate liability, whether to you or any third party, of whatever nature, whether in contract, tort or otherwise, of this firm for any losses whatsoever and howsoever caused arising from or in any way connected with this or any other or associated engagement shall not exceed ten times the fee charged in respect of the work in question with an upper limit of £1,000,000 where the fee multiple is greater.
14.4 We acknowledge that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its principals or employees.
14.5 Notwithstanding the foregoing we are prevented from agreeing any specific liability without the authority of our professional indemnity insurers for the time being.
15 Agreement of terms
15.1 The terms set out in this letter shall take effect immediately upon your countersigning this letter and our having received it in our office.
15.2 Once agreed, this document will remain effective until replaced or until the agreement is terminated by either party. We shall be grateful if you would confirm your understanding and agreement to these terms by signing and returning to us the enclosed copy of this letter.