Terms of Engagement

Clarkson Cleaver and Bowes Limited

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Professional Rules and Practice Guidelines

We will observe the Bye-laws, regulations and ethical guidelines of our professional institutes and accept instructions to act for you on the basis that we will act in accordance with these guidelines. In particular you give us authority to correct HMRC errors 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. A copy of these guidelines can be made available for your inspection on request.

 

Investment Services

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.

 

Other services

Through associations with other companies Clarkson Cleaver & Bowes Ltd can assist you in sourcing other business services including professional indemnity and other business insurance. Please ask Kathy Cleaver if you would like more information.

 

Commissions or Other Benefits

In some circumstances commissions or other benefits may become payable to us or one of our associates in respect of introductions to other professionals or on transactions we or other professionals arrange for you. Where such commission payments are modest in value the fees that would otherwise be payable by you will not be abated by such amounts. You consent to such commission being retained by us.

Where a commission is received by us we will notify you in writing of the amount received and the terms of payment.’

 

Clients` Monies

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.

All client monies will be held in an interest bearing account. 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 £25.

If the amount 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.

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 five years or we as a firm cease to practice then we may pay those monies to a registered charity.

 

Quality of Service

i We aim to provide the best possible service to our clients. If you would like to discuss how our service could be improved please contact us.

ii We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. We will do everything reasonable to put matters right. Prompt communication enables us to take prompt action on your behalf.

iii Should you at any stage, feel that you have not received an adequate response to a complaint the circumstances should be bought to the attention of either Sarah Clarkson or Kathy Cleaver.

iv If we do not answer your complaint to your satisfaction you may take up the matter with The Institute of Chartered Accountants in England and Wales or The Institute of Financial Accountants.

 

Confidentiality

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 confidentiality terms.

We reserve the right to mention that you are a client. As stated above, we will not disclose any confidential information.

 

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 unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we will be unable to provide further services.

If there is a conflict that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above.

 

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.

If conflicting advice, information or instructions are received from different directors or principals then we will refer the matter back to the board of directors.

 

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.

 

Lien

Insofar as we are permitted 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.

 

File destruction

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 affairs. We will return any original documents to you if requested.

Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store electronically or otherwise which are more than seven years old, other than documents which we think may be of continuing significance.

 

Fees

i Our fees are computed on the basis of the time spent on your affairs by the directors and our staff and on the levels of skill and responsibility involved. We aim to agree all fees in advance of commencing work. If work is required which is outside the scope of this letter then we will discuss our charges with you and a separate engagement letter will be issued as appropriate. We will add value added tax, if applicable, at the current rate.

ii Unless otherwise agreed our fees are payable by direct debit at monthly or quarterly intervals, or such other times as shall be mutually agreed. We may terminate our engagement and cease acting if payment of any fees billed is unduly delayed. However, it is not our intention to use these arrangements in a way that is unfair or unreasonable.

 

Limitation of Liability

i 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, 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.

ii 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.

 

iii You agree to hold harmless and indemnify us against any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services provided to you by the firm against any of our employees on a personal basis.

 

Electronic Communication

 

i E-mail may be used to enable us to communicate with you. 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.

 

ii 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 in 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.

 

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 in 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.

 

Applicable Law

 

This engagement letter shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an 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.

 

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 a right of access, under data protection legislation, to the personal data that we hold about you. We confirm when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998.

 

Contracts (Rights of Third Parties) Act 1999

 

A person who is not party to this agreement shall have no right 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 that exists or is available otherwise than pursuant to that Act.

 

Money laundering

 

i 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.

 

ii The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes the acquisition, possession or involvement in arrangements for concealing the benefits of any activity that constitutes a criminal offence in the UK. This definition is very wide and would include:

 

a tax evasion through deliberate understatement of income or overstatement of expenses or stocks; or

b deliberate failure to inform the tax authorities of known underpayments.

 

iii We are obliged by law to report to SOCA without your knowledge and consent and in fact we would commit the criminal offence of tipping off under section 333 of the Proceeds of Crime Act were we to inform you of any suspicions or that a report had been made.

 

iv 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.

 

The Provision of Services Regulations 2009

 

Details of our professional indemnity insurer can be found on our web site – www.c-c-b.co.uk together with details of the territorial coverage.

 

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