TERMS OF BUSINESS
The following terms of business, 1 to 16.1 inclusive, apply to all engagements accepted by Sampson West. All work is carried out under these terms except where changes are expressly agreed in writing.
1. Professional rules and practice guidelines
1.1 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 them. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.co.uk/membershandbook. We confirm that we are Statutory Auditors, registered number C007201126, eligible to conduct audits in the United Kingdom under The Companies Act 2006. The audit register can be viewed at www.auditregister.org.uk.
2 Commissions or other benefits
2.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In this case we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.
3 Clients’ money regulations
3.1 We may, from time to time, hold money on your behalf. The 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.
3.2 To avoid excessive administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £1,000. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
4 Retention of records
4.1 During our work we will collect information from you and others acting on your behalf and will return any original documents to you following our normal practice for the services being provided or as agreed with you. We will and you should retain all relevant documents for 6 years from the 31 January following the end of the accounting year.
4.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than seven years old, except documents we think may be of significance. You must tell us if you wish us to keep any document.
5 Conflicts of interest and independence
5.1 We reserve the right to act during our engagement with you for other clients whose interests are or may be adverse to yours, subject to 6 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the business.
6.1 We confirm that where you give us 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 statements relevant to our engagement.
6.2 You agree that we will be complying sufficiently with our duty of confidence if we take steps that we in good faith think fit to keep appropriate information confidential during and after our engagement.
7. Limitation of liability
7.1 The advice which we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.
7.2 We will provide the professional services outlined in this letter with reasonable care and skill. However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or from the failure by you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities.
8. Professional Indemnity Insurance
8.1 We are required to hold professional indemnity insurance. In accordance with the disclosure requirements of the Services Regulations 2009, our professional indemnity insurer is AIG Europe Limited, of The AIG Building, 58 Fenchurch Street, London, EC3M 4AB. The territorial coverage is worldwide excluding professional 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.
9. Communicating with you
9.1 Where the scope of our engagement covers services to your business, we will communicate with you in relation to the business’s affairs or any other principals or staff, should there be any, having agreed with you that they will represent the business.
9.2 We may communicate with you by email. As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received.
9.3 Internet communications may be corrupted, and, we accept no responsibility for changes to such communications after their despatch. It may therefore be advisable to get written confirmation of advice in an email. We do not accept responsibility for any errors or problems that may arise through the use of the Internet, and you must accept all risks connected with sending commercially sensitive or personal information. If you do not accept this risk, you should notify us in writing that email is not acceptable to you.
10. Data Protection Act 1998
10.1 We confirm that we will at all times comply with the requirements of the Data Protection Act 1998 when processing data on your behalf.
10.2 For accounting and other services the firm is acting as Data Controller. To enable us to discharge the services agreed under our 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 your business, its members, officers and employees.
10.3 The processing of personal payroll data where the firm is acting as a data processor places additional requirements on the firm in connection with the Data Protection Act 1998. Sections 11 and 12 of the Data Protection Act 1998 place express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf.
11. Proceeds of Crime Act 2002 and Money Laundering Regulations
11.1 In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations to:
• have identification procedures for all new clients;
• maintain records of identification evidence; and
• report in accordance with the relevant legislation and regulations.
11.2 The firm is obliged by law to report to the Serious Organised Crime Agency ("SOCA") any knowledge, suspicion or reasonable grounds to suspect Money Laundering or any other circumstance whereby individuals or organisations have or may benefit from criminal activity. The definition of criminal activity under the relevant Act has been drawn very widely and includes mis-declarations to the HM Revenue & Customs.
There is no de-minimis limit applicable to the obligation to report, and the firm is not permitted to forewarn individuals or organisations that such a report may be made to the SOCA as this would constitute the offence of tipping off. The obligations under this heading apply equally to clients of the firm and the Act specifically excludes excuse on the grounds of client confidentiality.
12 Quality control
12.1 As part of our ongoing commitment to providing a quality service our files are periodically reviewed by an independent regulatory or quality controller. Our reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff.
13 Help us give you the best service.
13.1 We wish to provide a high quality of service at all times. If at any time you would like to discuss with us how we could improve our service, or if you are dissatisfied with the service you are receiving please let us know by contacting Len West.
13.2 We will look into any complaint carefully and promptly and do all we can to explain the position to you. If we have given you a less than satisfactory service we undertake to do everything reasonable to put it right. If you are still not satisfied you may of course refer the matter to our Institute.
14 Contracts (Rights of Third Parties) Act 1999
14.1 Only someone who is a party to this Agreement has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right or remedy that exists independently of the Act.
14.2 The advice we give you is for your sole use and is not for 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.
15.1 Our fees are normally computed on the basis of the time spent on your affairs and on the levels of skill or responsibility involved together with any disbursements incurred in connection with the engagement. We will issue fee notes at intervals which we deem appropriate during the course of the year. We will add value added tax, if applicable, at the current rate. The current hourly charge out rates are:
Tax Manager: £208
Assistant manager: £146
Advanced semi-senior: £110
AAT Qualified Junior: £84
Payroll Assistant: £73
The charge out rates are reviewed annually on 1 May.
15.2 Charges for recurring work are subject to an agreed fee reviewed on an annual basis. All other ad hoc fees for non-recurring matters are charged at the appropriate hourly rates as above and invoiced at the conclusion of the particular matter.
15.3 Our invoices are payable on presentation. We reserve the right to charge interest at 3% per year over base rate in the case of overdue accounts. We may terminate our engagement and cease acting if payment of any fees billed is unduly delayed. It is not our intention, however, to use these arrangements in a way which is unfair or unreasonable.
15.4 If it is necessary to carry out work outside the responsibilities outlined in this letter we will advise you in advance. This will involve additional fees. Accordingly we would like to point out that it is in your interest to ensure that your records etc, are completed to the agreed stage.
15.5 In the event of non payment of our fees we will stop all further work until such time as our fees are discharged.
15.6 The principal(s) of the business, present and future, is(are) to hold us indemnified at all times for the payment of our fees in the event of non-payment by the business, and the signatory(ies) of the engagement letter is(are) deemed to sign with full authority of all other current principals, if any, and any future principals are deemed to have constructive notice of their obligations in this respect.
15.7 We reserve the right to pass the debt on to a collection agency and any costs incurred in such circumstances will be passed on to you the debtor. We also reserve the right to pass on details of non payment to relevant credit reference agencies
16 Applicable law
16.1 Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from them. 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 inconvenient forum, or to claim that those courts do not have jurisdiction.