1. Applicable law
This engagement letter the schedule of services and our standard terms and conditions of business are 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.
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 monies
We may from time to time, hold money on the clients’ behalf. Such money will be held in trust in a client bank account, which is segregated from our funds and this account shall be operated in accordance with the client money rules of the Chartered Institute of Taxation, the Institute of Chartered Accountants in England and Wales and the Association of Chartered Certified Accountants.
At present client money held by websters will be deposited in an account with Lloyds Bank. The Financial Services Compensation Scheme (FSCS) applies to client money in the same way as it applies to private/individual deposits. Therefore the FSCS protects the first £75,000 deposited, with an authorised deposit-taking institution, on behalf of a client and it is unlikely that websters would be held liable for losses resulting from a banking failure.
If you hold other personal money in the same institution as our client account the limit remains £75,000 in total for all of your deposits within that institution. Some institutions have several brands so you should check with your bank, the FCA or a financial adviser for more information. If we hold monies on your behalf at the time of a deposit-taking institution failure, we will first seek your consent to disclose the required details to the FSCS, to seek compensation for those funds.
The FSCS also now provides a £1m protection limit for temporary high balances held with a bank, building society or credit union if it fails. Cover is limited to natural persons only and related to specific life events including property transactions and those related to inheritance. Deposits are protected up to six months from when the amount was first credited or from the moment a qualifying deposit became legally transferrable.
4. Commissions or other benefits
In some circumstances, commissions or other benefits may become payable to us or to one of our employees in respect of transactions which we 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 not take into account the benefit to us of such amounts. You consent to such commission or other benefits being retained by us or, as the case may be, our employees without our or their being liable to account to you for any such amounts.
5. Quality of service
We aim to provide a high quality of service at all times. If at any time you would like to discuss with us how our service could be improved or if you are dissatisfied with the service you are receiving please let us know by contacting our Practice Manager, Cherryl Simpson; she will ensure that the complaint is brought to the attention of our Managing Director Andrew Webster. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you are still not satisfied you can refer your complaint to any of our professional bodies the Chartered Institute of Taxation, the Institute of Chartered Accountants in England and Wales and the Association of Chartered Certified Accountants.
6. Confidentiality / non-disclosure
Our duty to observe confidentiality applies without time-limit to all information with which we are entrusted by our clients which is brought to our knowledge during or at any time after the carrying out of any work for our clients, or in the course of our professional practice in general. The same duty of confidentiality is imposed on employees and subcontractors of this firm. Any member of this firm, or anyone associated with this firm, shall not use any confidential information obtained in the course of our work with clients for personal advantage.
Information acquired from clients in the course of our work shall not be divulged in any way outside our firm without the specific consent of our clients unless there is a legal or regulatory duty or professional obligation to disclose.
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 Act 1998
We can confirm that we are registered in accordance with the provisions of the Data Protection Act 1998. To enable us to discharge the services agreed under this engagement, 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, we may obtain, use, process and disclose personal data about you. You have the right of access, under data protection legislation, to the personal data we hold about you. If you wish to exercise this right please contact our administrator.
9. Disengagement
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 twelve months we reserve the right to issue to your last known address a disengagement letter and hence cease to act.
10. Electronic communication and other communication
We would propose to correspond with you by email. As internet communications are capable of data corruption we do not accept any responsibility for changes made to such communications after their despatch. For this reason it may be inappropriate to rely on advice contained within an e-mail without obtaining written confirmation of it. All risks connected with sending commercially-sensitive information relating to your business are borne by you and are not our responsibility. If you do not accept this risk you should notify us in writing that e-mail is not an acceptable means of communication.
Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day the document was sent.
11. Fees
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.
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.
Our standard fees are presently charged on the following basis:
Specialist Tax Advisers – £130 – £275 per hour
Accounts and Tax Managers – £96 – £160 per hour
Accounts and Tax Juniors – £57 – £80 per hour
Legal Advisers – £160 – £255 per hour
Trusteeships – £275 per hour
Compliance/Administrator/Bookkeeper – £48-£65 per hour
VAT will be added to these rates at the standard rate. We will inform you of any changes in the event our fees are increased by more than 10% in any year.
Unless otherwise agreed, our fees will be charged separately for each main class of work mentioned above and will be billed at appropriate intervals during the course of the year. Work that you ask us to do within six weeks of the statutory deadline may be charged at a premium.
We will be entitled to bill for work carried out on your behalf until we receive written confirmation from you that you no longer wish us to act as your taxation advisers.Unless specifically agreed, payment of invoices is due within 14 days of the date on the invoice. If fees are received more than 14 days after the issue of the invoice then we reserve the right to charge interest at 1% per month, or part thereof, from the date of the invoice.
Where you decide to transfer your affairs to a different adviser and ask us to provide information to that person, please be aware, that we reserve the right to charge a fee for the time involved in answering correspondence from the new adviser and providing this information.
12. Implementation
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.
14. Interpretation
If any provision of this 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.
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 back 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 (including insurance mediation services)
Investment business is regulated under 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 our sister company websters Financial Planning Limited.
17. Lien
Insofar as we are permitted to 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 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.
We explicitly exclude liability for any advice provided by third parties, including the purchase of any off-the-peg tax avoidance schemes.
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 liability
We agree that there is a limit on any claims for damages for work done under this agreement in the amount of £1m for any one claim and in all. If you require additional cover in excess of this amount then we can help you arrange a second opinion for any advice given.
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. Period of engagement and termination
Unless otherwise agreed in the engagement covering 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.
21. Professional rules and statutory obligations
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants (ACCA) and the Chartered Institute of Taxation 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.
22. 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.
23. Retention of papers
You have a legal responsibility to retain documents and records relevant to your tax 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. Documents and records relevant to your tax 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.
24. Professional Indemnity Insurance
In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found here on our website or at our office.
Details about the coverage and insurer are as follows:
We confirm that cover for Professional Indemnity Insurance has been placed on risk with underwriters Aqueous Underwriting based on the following:
Indemnity Limit:
£2,000,000 any one claim, defence costs in addition
Excess:
£5,000 each & every claim, not applicable to defence costs
All clients should consider whether any advice on which they are relying is within these limits. If so they must draw this to our attention before commissioning work so that we can consider steps we might take to protect both parties from that additional risk.