Terms and conditions
The following standard terms of business apply to all engagements accepted by Johnsons. All work carried out is subject to these terms except where changes are expressly agreed in writing.
1 Professional rules and statutory obligations
1.1 We will observe and act in accordance with the bye-laws, regulations and code of ethics of The Institute of Chartered Accountants in England and Wales and will accept instructions to act for you on this basis. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. Copies of these requirements are available in our offices.
1.2 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.
1.3 We will inform you if we become aware of any conflict of interest in our relationship with you. We reserve the right to provide services for other clients whose interests are not the same as yours.
2 Investment advice
2.1 Investment business is regulated by the Financial Services and Markets Act 2000. 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 Services Authority, as we are not. We are licensed by the Institute of Chartered Accountants in England and Wales to provide certain investment services that are complementary to, or arise out of, the professional services we provide to you.
3 Commissions or other benefits
3.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts.
4 Client money
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 & Wales.
4.2 To avoid excessive 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 £50. Any such interest would be calculated using the prevailing rate applied by Barclays Bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
4.3 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for 5 years or we as a firm cease to practise then we may pay those monies to a registered charity.
5 Fees and payment terms
5.1 Unless otherwise agreed in writing, our fees are computed on the basis of time spent on your affairs by the principals and our staff, and 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. Reasonable disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs are charged in addition to these fees.
5.2 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 this will be the case.
5.3 Where requested, we may indicate a fixed or percentage 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.
5.4 It is our normal practice to ask clients to pay a proportion of their fee on a monthly standing order and to periodically adjust the monthly payment by reference to actual billings.
5.5 Our terms relating to payment of invoice (and not covered by standing orders) are upon presentation of invoice. Interest and compensation for recovery costs may be charged on all invoices outstanding for over 30 days at the rate stated on the invoice, which is currently 2% above the Barclays Bank inter bank rate. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
5.6 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.
5.7 If a client company is unable or unwilling to settle our fees we reserve the right to seek payment from the individual giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the individual nominated to act for you.
6 Retention of records
6.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you. You should retain these records for 6 years from the end of the accounting year to which they relate.
6.2 Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than 6 years old, except documents which we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period. We reserve the right to charge a fee for handling and storing any such documents.
7 Quality control
7.1 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 of confidentiality as our principals and staff.
8 Reliance on advice
8.1 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.
9.1 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 David Turner. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to our professional body, the Institute of Chartered Accountants in England and Wales.
10 Applicable law
10.1 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 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.
11 Electronic and other communication
11.1 Unless you instruct us otherwise we may 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.
11.2 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 email 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.
11.3 Any communication by us with you sent through the post is deemed to arrive at your postal address 2 working days after it was sent.
12 Data protection
12.1 We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you. In order to carry out the services under our engagement letter and for related purposes such as updating 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.
12.2 Although we have the technical capability to record telephone calls, as a matter of policy we do not records calls. We do so only when we think it would be in the client’s best interests to do so.
13 Limitation of Liability
13.1 Our liability for compliance services will be limited to direct losses up to a maximum of the lower of £1million and 5 times the contracted fee. You consider this to be fair and reasonable.
13.2 For non-compliance services will be limited to direct losses up to a maximum of the higher of £1million and 5 times the contracted fee. You consider this to be fair and reasonable.
13.3 Neither party shall be liable to the other for any indirect or consequential loss (including but not limited to loss of goodwill, loss of business, loss of anticipated profits or savings and all other pure economic loss) arising out of or in connection with this Agreement'.
14 Limitation of third party rights
14.1 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 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 to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.
15 Money laundering
15.1 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:
- Maintain identification procedures for all new clients;
- Maintain records of identification evidence obtained, and
- Report, in accordance with the relevant legislation and regulations.
15.2 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 you, or anyone connected with your business, are or have been 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.
15.3 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 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.
15.4 We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under section 333 of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firms' principals nor staff may enter into any correspondence or discussions with you regarding such matters.
15.5 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 Institute of Chartered Accountants in England and Wales.
16.1 Insofar as we are permitted to do so by law or 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 are paid in full.
17 The Provision of Services Regulations 2009
17.1 We are registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at auditregister.org.uk for the UK under reference number C001681357.
17.2 Our professional indemnity insurers are Arch Insurance Company (Europe) Ltd based at 5th Floor, Plantation Place South, 60 Great Tower Street, London, EC3R 5AZ. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America, Canada and US Virgin Islands and excludes any action for a claim brought in any court in the USA, Canada and US Virgin Islands.