General Terms and Conditions of Business - SRLV LLP

Effective July 2023

The following terms of business apply to all engagements accepted by the firm. All work is carried out under these terms except where changes are expressly agreed in writing.

1. Professional rules, practice guidelines and statutory obligations

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. In particular you give us 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. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/en/members/regulations-standards-and-guidance.

We confirm that we are Registered Auditors eligible to conduct audits under the Companies Act 2006, where applicable. When conducting audit work, we are required to comply with the Ethical Standards for Auditors which can be accessed on the internet at:

www.frc.org.uk/auditors/audit-assurance/standards-and-guidance/current-ethical-standards.

We are also required to comply with the Audit Regulations and Guidance which can be accessed at: www.icaew.com/en/technical/audit-and-assurance/working-in-the-regulated-area-of-audit.

We confirm that we are accredited for the reserved legal activity of non-contentious probate. When conducting probate work, we are required to comply with ICAEW’s Probate Regulations which can be accessed at www.icaew.com/en/membership/regulations-standards-and-guidance/reserved-legal-services.

2. Retention of records

During the course of our work, we will collect information from you and others acting on your behalf and will return any original documents to you when our work is complete. In the normal course of events, you should retain them for 7 years (although this period may be insufficient if HMRC allege irregularities).

Please note that while certain documents may legally belong to you, in the absence of specific instructions from you, it is our normal practice to destroy correspondence and other papers which are more than 7 years old (except documents we think may be of continuing interest). If you require retention of any document for any longer period, you must notify us in writing.

We reserve the right to hold material on your behalf in safe storage away from our premises and to charge for such storage according to volume of material and period of time.

3. Conflicts of interest and independence

We will inform you if we become aware of any conflict of interest in our relationship with you or our relationship with 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 should any conflict arise. If 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 informed consent. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at www.icaew.com/en/membership/regulations-standards-and-guidance/ethics.

During and after our engagement, you agree that we reserve the right to act for other clients whose interests are not the same as, or adverse to yours, subject, of course, to the obligations of confidentiality referred to below.

4. Confidentiality

Unless we are authorised by you to disclose information on your behalf, 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 in regulatory, ethical or other professional statements applicable to our engagement.

Specifically, in the course of complying with Audit and/or Practice Assurance Regulations or our quality control procedures, our files may be subject to review by members of the Institute of Chartered Accountants’ Quality Assurance Directorate or by an independent technical consultant. In either event any person inspecting our files will be subject to and bound by the same confidentiality rules as apply to ourselves.

You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.

We may on occasion, subcontract work on your affairs to other professionals, and you agree that we may disclose information to these third parties for that purpose. Such professionals, who may be based in locations outside the UK, will also be subject to and bound by our client confidentiality terms.

You agree that it will be sufficient compliance with our duty of confidentiality for us to take such steps as we, in good faith, think fit to preserve confidential information both during and after termination of this engagement.

5. Service

We wish to provide you with a high-quality service at all times and your relationship principal will seek to ensure that this is so. If at any time you would like to discuss with us how we could improve our service, or if you are unable to deal with any difficulty through your relationship principal and their team, please contact Laurence Finger.

We undertake to look into any complaints carefully and promptly and to do what we can to resolve the position. 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 take up matters with our professional body, the Institute of Chartered Accountants in England and Wales.

6. Quality control

As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and staff.

Dealing with HMRC

When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, see www.hmrc.gov.uk/charter/index.htm. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

We will take account of the steps and checks suggested by HMRC in their ‘Agent Toolkits’. While use of the Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the Toolkits so that, in the unlikely event that HMRC consider any of your tax returns with which we assist to be inaccurate, we will be able to help you demonstrate to HMRC that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed. To further reduce the possibility of an inaccuracy penalty, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations and for acting on any advice that we give you.

7. Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards

Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HMRC.

However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.

8. Fees

Our fees are computed on the basis of the time spent on your affairs by the principals and staff, including sub-contractors or consultants where necessary, and on the levels of skill, responsibility and risk together with the importance and value of the advice we provide. We will endeavour to agree our fees prior to the commencement of each assignment (plus VAT & disbursements). If any aspect of your case requires a high degree of urgency or become particularly complicated a higher fee may be merited.

Disbursements include all direct out of pocket expenses plus a charge of three percent of our fee to cover administrative costs incurred in providing our services such as secure storage of physical and digital files, any telephony, stationery, printing and postage / courier costs, along with PA time supporting the team which is not directly charged.

Unless otherwise agreed to the contrary, our fees do not include the costs for any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.

Where it is necessary for us to perform work outside the responsibilities set out in our service agreement, we would point out that this will involve additional time being spent on your affairs and will, therefore, involve additional fees, (for example dealing with HMRC enquiries into a tax return).

Our fees will be billed at appropriate intervals as work progresses during the course of the year. Fees are payable on presentation.

It is our normal practice to issue ‘Requests for Payment’ when dealing with continuous or recurring work. The payment terms for ‘Requests for Payment’ are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment.

The firm reserves the right to charge interest at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998 in the case of overdue accounts. We also reserve the right to terminate our engagement and cease acting if payment of any undisputed fees is unduly delayed. However, it is not our intention to use these rights in a way which is unfair or unreasonable.

Should you not settle our fees, we may take steps to recover any outstanding sums, including interest and any associated debt collection costs. These steps may include writing letters, emails and telephone calls to you, issuing proceedings and enforcing any judgement we may obtain. Should we initiate legal process to recover any outstanding sums, you will be liable for the legal costs. It is not our intention to enforce this method of recovery in a way which is unfair or unreasonable.

We may ask clients to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees for work performed under our engagement letter for the current and ensuing years. 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.

If you disagree with our fees, or have queries regarding our fees, you must notify us in writing within twenty working days of the request for payment or fee note date, failing which you will be deemed to have agreed to its terms. You agree that you will, in any event, pay all undisputed amounts in accordance with our service agreement.

If a client entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent entity) giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you. 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, in writing, 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 certain instances, you may be entitled to assistance with part of your professional fees, particularly in relation to any investigation into your affairs by HMRC. Such assistance may be provided through insurance policies you or we hold or via membership of a professional or trade body. Other than where such payment protection 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 insurers.

We should be pleased to provide a summary of the basic hourly charging rates of the individuals who may work on your affairs, before any engagement is undertaken.

If we have to undertake work on your behalf outside office hours, then we reserve the right to increase the level of our hourly rate by 50%.

It is important that you appreciate that charges are made in respect of all time spent whether preparing accounts or tax returns, writing letters, on the telephone, drafting or reading documents, in meetings, travelling to meetings, or in time spent on the matter in any other manner. There is a minimum unit of time charged so that time spent which is less than 15 minutes is actually charged as 15 minutes.

In the event that we cease to act in relation to your affairs you agree to meet all reasonable costs of providing information to your new advisers. In particular you agree to meet these costs where we are required by law to provide information to successor firm.

9. Lien

Except in so far as we are not 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 and disbursements are paid in full.

10. Client monies

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 own funds. The account will be operated, and all funds dealt with, in accordance with ICAEW’s Clients’ Money Regulations.

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 £50.

If the total 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 separate, designated interest-bearing bank account. Subject to any tax legislation, all interest will be paid gross.

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 practise, then we may pay those monies to a registered charity.

11. Commissions

In some circumstances we, or one of our associates, may receive commissions or other benefits in respect of introductions to other professionals or transactions we, or such associates, arrange for you.

In the event of our receiving any such commission or benefits we will notify you in writing of the amount and terms of payment. You agree that we or any associate, may retain any commission or other benefit without being liable to account to you for such amounts.

12. Electronic and other communication

Unless you instruct us otherwise, we may, where appropriate, communicate with you and third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

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 emails 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 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.

Any communication by us with you, sent through the post system, is deemed to arrive at your postal address two working days after the day that the document was sent.

13. Limitation of Liability

We will provide our professional services outlined in this letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities. Further we will not be liable to you for any delay or failure to perform obligations if the delay or failure is caused by circumstances outside our reasonable control.

You will not hold us, our principals and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. This applies equally to fraudulent acts, misrepresentation or wilful default on the party of any party to the transactions and their directors, officers, employees, agents or advisers. However, this exclusion shall not apply where such representations, 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.

You have agreed that you will not bring any claim in connection with services we provide to you against any of our principals or employees personally.

Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. 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.

14. Data Protection

In this clause, the following definitions shall apply:

‘GDPR’ means the UK General Data Protection Regulation;

‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003;

‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement pack with you;

‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the UK GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time; and

‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation.

Where we act as data controller

Where we act as data controller, we shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.

You shall only disclose client personal data to us where:

you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our Privacy Notice available on our website for this purpose);
you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
you have complied with the necessary requirements under the data protection legislation to enable you to do so.

Should you require any further details regarding our treatment of personal data, please contact our Data Protection Point of Contact at gdpr@srlv.co.uk.

We shall only process the client personal data:

in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
in order to comply with our legal or regulatory obligations; and
where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our Privacy Notice (available on our website) contains further details as to how we may process client personal data.

For the purpose of providing our services to you, pursuant to our engagement pack, we may disclose the client personal data to related parties, our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the UK. We will only disclose client personal data to a third party (including a third party outside of the UK) provided that the transfer is undertaken in compliance with the data protection legislation.

We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.

In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
we reasonably believe that there has been any material incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.

Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement with you in relation to those services.

Where we act as data processor

Where we act as data processor, we shall both comply with all applicable requirements of the data protection legislation. This clause 14 is in addition to, and does not relieve, remove or replace, either of our obligations under the data protection legislation.

We both acknowledge that for the purposes of the data protection legislation, you are the data controller and we are the data processor. Where we provide data processing services to you, the schedule attached to the relevant service agreement sets out the scope, nature and purpose of processing by us, the duration of the processing, the types of personal data and categories of data subject.

In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:

process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;
disclose and transfer the client personal data to related parties, our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;
disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;
maintain written records of our processing activities performed on your behalf which shall include: (i) the categories of processing activities performed; (ii) details of any cross border data transfers outside of the UK; and (iii) a general description of security measures implemented in respect of the client personal data;
maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data;
return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;
ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;
notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause 14;
where we transfer the client personal data to a country or territory outside the UK to do so in accordance with data protection legislation;
notify you promptly if:

we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of the client personal data; or
we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Office);

notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data; and
at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws.

Without prejudice to the generality of the first paragraph to this section entitled ‘Where we act as data processor’, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.

Should you require any further details regarding our treatment of personal data, please contact our Data Protection Point of Contact at gdpr@srlv.co.uk.

15. 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 pack 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 pack 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.

16. Implementation of advice

We will only assist with implementation of our advice, if specifically requested under your instruction in writing.

17. Intellectual property rights and the use of our name

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.

You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.

18. Reliance on advice

Any advice we provide will be given in writing and addressed to you. You may only rely upon it for the purposes for which it has been prepared and we hereby exclude all liability (if any) to you for any losses arising from or in connection with your use of our advice for any other purpose. It may not be reproduced in whole or in part or distributed to any third party without our prior written consent (save that copies of our advice may be provided to your legal advisers if necessary solely in connection with the services but then only on the basis that we will have no duty or liability to them).

In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally. You should not distribute any draft advice or draft reports to any other party under any circumstances.

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.

We will have no responsibility to update any advice, report or other product of the services for events which take place after it has been issued to you in final form, nor to review on an ongoing basis any such advice, reports or products to ensure that it remains relevant for your purposes unless we have specifically agreed this in writing with you.

Neither our advice nor any of the services provided pursuant to the engagement are intended, either expressly or by implication, to confer any benefit on any third party and the liability of SRLV LLP to any third party is expressly disclaimed.

19. Applicable law and interpretation

This engagement pack shall be governed by, and construed in accordance with, English law. Each party agrees that the Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement pack (including its service agreements) 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 inappropriate forum, or to claim that those Courts do not have jurisdiction.

If any provision of our engagement pack or general terms and conditions of business 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 general terms and conditions of business and the rest of the engagement pack or service agreements, the relevant provision in the engagement pack or service agreements will take precedence.

We do not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or in the interpretation thereof, that occur after the date on which the advice is given.

20. Client identification

In common with other professional services firms, we are required by the Proceeds of Crime Act 2002 and The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 to:

Maintain identification procedures for clients, beneficial owners of clients, and persons purporting to act on behalf of clients;
Maintain records of identification evidence and the work undertaken for the client; and
Report, in accordance with the relevant legislation and regulations.

We have a statutory obligation under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

If we are not able to obtain satisfactory evidence of your identity and, where applicable, that of the beneficial owners, we will not be able to proceed with the engagement.

If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.

Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

21. Investment advice

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 Conduct Authority, as we are not. However, as we are licensed by ICAEW, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. If you would like further information regarding the types of advice falling under these permissions, please contact one of our principals.

In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken. Further information about the scheme and the circumstances in which grants may be made is available on ICAEW’s website: www.icaew.com/cacs.

In relation to the conduct of insurance distribution activities, we are an ancillary insurance intermediary. We are not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance distribution activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by ICAEW. The register can be accessed from the Financial Conduct Authority’s website at www.fca.org.uk/register.

22. Probate services

We are licensed by ICAEW to carry out the reserved legal activity of non-contentious probate in England and Wales. In the unlikely event that we cannot meet our liabilities to you, you may be able to seek a grant from the Probate Compensation Scheme in respect of the reserved legal activities undertaken. Further information about the scheme and the circumstances in which grants may be made is available on ICAEW’s website: www.icaew.com/regulation/probate-services/information-for-consumers.

23. 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. We will not provide information or services to one party without 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 directors or equivalent parties. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the Board or equivalent and take no further action until the Board or equivalent has agreed the action to be taken.

24. Period of engagement and termination

Unless otherwise agreed in our engagement pack, our work will begin when we receive implicit or explicit acceptance of that pack. Except as stated in that pack we will not be responsible for periods before that date.

Either 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.

We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

In the event of termination of our 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.

25. Disengagement

Should we resign, or be requested to resign, we may, as part of our normal practice, issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of 2 years or more we may issue such a letter to your last known address and hence cease to act.

26. Non-solicitation of personnel

You will not solicit, or endeavour to solicit, in any way the services of any staff members with whom you have had dealings in connection with the engagement during the 12 months immediately prior to your approach. This undertaking shall not apply in respect of any staff members who, without having been previously approached directly or indirectly by you, respond to an advertisement placed by you or on your behalf. Should you breach the terms of this undertaking and employ or engage a staff member (without prior consent), we reserve the right to charge you a fee of 25% of the staff member’s annual earnings from us.

27. Post received

If we receive post addressed to you at this address we will endeavour to forward this to you but take no responsibility for any loss or damage resulting from any omission or delay in receipt here of the original letter, forwarding it to you, or its receipt by you.

28. The Provision of Services Regulations 2009

We are registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk under reference number C006564847.

We are licensed by ICAEW to carry out the reserved legal activity of non-contentious probate in England and Wales. Details about our probate registration can be viewed at www.icaew.com/probate, under reference number C006564847.

Our professional indemnity insurers are Starr International (Europe) Limited of 30 Fenchurch Avenue, London EC3M 5AD, Fortegra Europe Insurance Company of 20 Fenchurch Street, 5th Floor, London EC3M 3BY and Everest Insurance (Ireland) DAC of 38/39 Fitzwilliam Square West, D02 NX53, Dublin 2, Ireland. Their territorial coverage is worldwide.

29. Questions

If you have any questions or queries regarding this document, please ask your relationship principal at any time.

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