1.1 These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in a separate letter/letters of engagement.
2.1 This engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with UK law. Each party agrees that the courts of the UK 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.
3.1 Pentlands Accountants and advisors Ltd are registered with the Association of Chartered Certified Accountants as chartered certified accountants and can be found on the register of members at http://www.accaglobal.com/uk/en/member/find-an-accountant 3.2 We are registered as auditors by the ACCA in the UK and details of our registration can be found at www.auditregister.org.uk under registration number 8009418 or at
4.1 In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its partners and staff from offering or receiving bribes.
5.1 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' Monies Rules of the Association of Chartered Certified Accountants. These rules can be found on the ACCA website at www.accaglobal.com.
5.2 We will return monies held on your behalf promptly as soon as thereis 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.
5.3 Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients' monies.
6.1 In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you. Where this happens, we will notify you in writing of the amount and terms of payment.
6.2 The fees that would otherwise be payable by the Client as described will not take into account the benefit to the Supplier of such amounts. As far as allowed by legislation, the Client consents to such commission or other benefits being retained by the Supplier without them being liable to account to the Client for any such amounts.
7.1 Unless you instruct us otherwise we may, where appropriate, 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.
7.2 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 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 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.
7.3 Any communication by us with you sent through the post or DX system is deemed to arrive at your postal address two working days after the day that the document was sent.
8.1 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.
8.2 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
8.3 We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
9.1 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.
9.2 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.
9.3 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.
10.1 We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you and your family. In order to carry out the services of this engagement and for related purposes such as updating and enhancing 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.
10.2 We shall use appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. We shall not sub-contract any processing of data unless the sub-contractor has agreed that the personal data continues to be subject to an appropriate level of protection. To the extent we act as data processor for you. We shall only process personal data in
accordance with your instructions.
10.3. We shall answer your reasonable enquiries to enable you to monitor compliance with this clause.
11.1 Should we resign or be requested to resign a disengagement letter will be issued to ensure that our respective responsibilities are clear.
11.2 Should we have no contact with you for a period of 12 months or more we may issue a disengagement letter and hence cease to act.
12.1 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.
12.2 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 that will be the case.
12.3 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.
12.4 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 assurance 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.
12.5 Our usual terms of business are to supply you with a quotation for work prior to commencement and agree fees on an annual or assignment basis. For clarity, our hourly rates range from £40-£250 per hour plus VAT and these will be increased periodically.
12.6 We will bill monthly and our invoices are due for payment within 30 days of invoice date. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
12.7 The payment method for fixed fees will be via Direct Debit and for all other fees we will accept direct payments or cheques.
12.8 Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
12.9 We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
12.10 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.
12.11 If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
12.12 In the case of a dispute over the level of fees charged we reserve the right to require that the matter is dealt with through arbitration. We recommend that arbitration is undertaken by the fee arbitration service provided by ACCA for members. The fee arbitrator will be appointed by the ACCA president; the fee will be as negotiated with the ACCA arbitrator.
13.1 Neither Pentlands nor the Client shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:
a) act of God, explosion, flood, tempest, fire or accident;
b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
d) import or export regulations or embargoes;
e) strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Client or of a third party);
f) difficulties in obtaining raw materials, labour, fuel, part or machinery;
g) power failure or breakdown in machinery.
14.1 We will only assist with implementation of our advice if specifically instructed in writing.
15.1 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.
16.1 If any provision of the engagement letter or schedules is held to be void, then that provision will be deemed not to form part of this contract.
16.2 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.
17.1 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 your business address for the attention of the director. If conflicting advice,
information or instructions are received from a different director in the business we will refer the matter back to the board of directors and take no further action until the board of directors has agreed the
action to be taken.
18.1 Investment business is regulated under the Financial Services and Markets Act 2000.
18.2 If during the provision of taxation services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority. However, as we are licensed by the Association of Chartered Certified Accountants (ACCA), 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. Such services may include: -
19.1 Insofar as 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.
20.1 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.
20.2 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.
20.3 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.
20.4 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 wrongly misrepresented to us or from 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.
20.5 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 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
20.6 Limitation of aggregate liability. We have discussed and agreed a limitation in our aggregate liability to you and any third parties which we both regard as fair and reasonable in the circumstances of this assignment. The aggregate liability, to you and any third party and whether in contract, tort or otherwise of this firm, its partners, employees and agents for any losses in any way connected with any of the services provided to you under the terms of this letter of engagement (and including interest) shall not exceed the amount stated in the engagement covering letter.
21.1 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 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. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. 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.
21.2 If our advise is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.
21.3 If it is proposed that any documents or statement which refer to our name are to be circulated to third parties, please consult us before they are issued.
22.1 In accordance with the Proceeds of Crime Act and Money Laundering Regulations 2007 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).
22.2 You also acknowledge that we are required to report directly to NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.
22.3 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. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
22.4 Copies of such records will be maintained by us for a period of at least five years after we cease to act for the business.
23.1 In accordance with the Proceeds of Crime Act, The Terrorism Act, Money Laundering Regulations 2017 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).
23.2 You also acknowledge that we are required to report directly to the NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.
23.3 As with other professional services firms, we are required to have appropriate risk based policies and procedures for assessing and managing money laundering risks: this applies at the start of any business relationship and through the lifetime of the relationship. This includes undertaking appropriate customer due diligence. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate
databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
23.4 Copies of such records created as part of the client due diligence process, including any non-engagement documents relating to the client relationship and ongoing monitoring of it, will be retained by us for a period of five years after we cease to act for the business unless we are required to retain them under statutory obligation, or to retain them for legal proceedings, or you consented to the retention in which case the records will be retained for not more than 10 years.
24.1 We shall not be treated as having notice, for the purposes of our audit/accounts/tax responsibilities, of information provided to members of our firm other than those engaged on the specific assignment (for example, information provided in connection with accounting, taxation and other services).
25.1 We reserve the right to outsource accountancy, taxation, payroll and auto enrolment work if this is commercially viable and enables us to meet statutory deadlines. The Outsource Companies/Sub-Contractors used are professional organisations/people who will work under our strict instructions and in accordance with ACCA professional standards. The final review and advice will always be from our Firm.
26.1 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.
26.2 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.
26.3 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.
27.1 We will observe and act in accordance with the by-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants (ACCA), 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. You can see copies of these requirements at our offices. The requirements are also available online at www.accaglobal.com/en.html.
28.1 In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices.
29.1 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 for confidentiality as our principals and staff.
30.1 We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know.
30.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may take up the matter with the Association of Chartered Certified Accountants.
30.3 Should ACCA consider a complaint appropriate for conciliation, it is competent to offer alternative dispute resolution through its Conciliation Service. ACCA’s website address is www.accaglobal.com. Please note that, under the Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) conciliation process we are not obliged to submit to ACCA’s conciliation process.
31.1 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.
32.1 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 affairs. We will return any original documents to you if requested. Documents and records relevant to your affairs are required by law to be retained as follows:
Individuals, trustees and partnerships
Companies, LLPs and other corporate entities
32.2 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.
33.1 The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.
33.2 The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us.
34.1 With effect from the Commencement Date we shall, in consideration of the Fees being paid in accordance with the Terms of Payment provide the services expressly identified in the engagement letter and schedule of services or otherwise agreed under this agreement.
34.2 We will use reasonable care and skill to perform the services identified in the engagement letter and schedule of services or otherwise agreed under this agreement.
34.3 We shall use all reasonable endeavours to complete its obligations under the engagement letter and schedule of services, but time will not be of the essence in the performance of these obligations.
35.1 If you wish to vary any details of the engagement letter and schedule of services you must notify us in writing as soon as possible. We shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
35.2 If, due to circumstances beyond our control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. We shall endeavour to keep such changes to a minimum and shall seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
These are the terms and conditions of Pentlands Accountants and Advisors Ltd:
All use of the website http://www.pentlands.ltd.uk ('the Site') is on the terms and conditions below.
If you do not agree to these conditions cease use of the Site immediately.
You may print and keep a copy of these terms. They are a legal agreement between us and can only be modified with our consent. We reserve the right to change the terms at our discretion by changing them on the website.
Pentlands Accountants & Business Advisors ('we') do our best to ensure all information on the Site is accurate.
If you find any inaccurate information on the Site let us know and we will correct it, where we agree, as soon as practicable.
You should ensure information you send to us is accurate and does not breach anyone else's rights such as copyright or is libellous, obscene, menacing, threatening, offensive, abusive, fraudulent, criminal or infringes the rights of other people or in is in any way illegal. Remember that the Site can be viewed around the world and the information you send to us will be published on the Site.
You should independently verify any information before relying upon it.
We make no representations that information is accurate and up to date or complete and accept no liability for any loss or damage caused by inaccurate information. This Site gives a large amount of statistical data and there will inevitably be errors in it.
Although we hope this Site will be of interest to users, we accept no liability and offer no warranties in relation to it and its content, to the fullest extent such liability can be excluded by law.
Any views expressed in messages on the Site are not necessarily those of Pentlands Accountants & Business Advisors or anyone connected with it.
The Site contains copyright material, trade names and other proprietary information, including, but not limited to, text, software, photos, graphics and may in future include video, graphics, music and sound. The entire contents of the Site are protected by copyright law. We, or our licensors, own copyright and/or database right in the selection, co-ordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part except as provided in these Terms.
You may download information from the Site for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission and that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.
Pentlands Accountants & Business Advisors and http://www.pentlands.ltd.uk/ and our logos on this site are trade names of Pentlands Accountants & Business Advisors. You may not use those names without our consent.
We provide hypertext links to other sites are operated by other people. Using such a link means you are leaving our Site and we take no responsibility for, and give no warranties, guarantees or representations in respect of linked sites.
We provide most information on this Site free of any access charge. Where not charged for the information provided on the Site is provided on the basis of no liability for the information given. Where we provide a chargeable service to you we accept liability for direct loss arising from our not having used reasonable skill and care in the provision of such services up to the price you have paid us in any year, in the year of claim.
In no event shall we be liable to you for, in the case of non-chargeable services any direct, and for both chargeable and non-chargeable services any indirect or consequential loss, loss of profit, revenue or good will arising from your use of the Site or information on the Site. Subject as provided below, all terms implied by law are excluded.
We do not accept liability for death or personal injury caused by negligence or responsibility for fraudulent misrepresentation that cannot, under English law, be excluded.
We are a distributor (and not a publisher) of content supplied by third parties and users of the Site. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or users, are those of the authors or distributors and not of us. We do not necessarily endorse nor are we responsible for the accuracy or reliability of any opinion, advice or statement made on the Site.
The information on the Site is not intended to address your particular requirements. Such information does not constitute any form of advice or recommendation by us and is not intended to be relied upon by you in making (or refraining from making) any specific investment, or other, decisions. You should take your own advice.
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English law shall apply to these terms, notwithstanding the jurisdiction where you are based. You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts. The place of performance shall be England.
We make no warranty or guarantee that the Site or information available over it complies with laws other than those of England.
Any formal legal notices should be sent to us at the address at the end of these Terms by email confirmed by post.
Failure by us to enforce a right does not result in waiver of such right.
You may not assign or transfer your rights under this agreement.
Nothing in these Terms is intended to, nor shall it, confer any benefit on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
We may amend these Terms at any time by posting a variation on the Site.
Our registered office is at:
Pentlands Accountants and Advisors Ltd
3 Pegasus House
Telephone +44 (0) 1926 424455
Or email email@example.com
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