STANDARD TERMS AND CONDITIONS OF BUSINESS

These terms and conditions should be read alongside the privacy notice

• Applicable law

Our engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with, the law and practice of England and Wales. Each party agrees that the courts of England and Wales/Scotland/Northern Ireland 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.

• Client identification and verification

As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. Save in exceptional circumstances we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.

• Commissions or other benefits

While we will notify you of any commissions received, you agree that we may retain any such commissions.

• Complaints

We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact Magdalena Dudek. We agree to look into any complaint carefully and promptly and do everything reasonable to try and resolve it. If you are still not satisfied you can refer your complaint to our professional body, Association of Accounting Technicians.

• Confidentiality

Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in our privacy notice. 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 client confidentiality and security terms.

• Conflicts of interest

If there is a conflict of interest in our relationship with you or in our relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.
Where conflicts are identified that cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly. 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.

• Data protection

You acknowledge that we will act in accordance with the privacy notice we have supplied to you.

• Disengagement

Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Should we have no contact with you for a period of 3 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.
We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.

• Electronic and other communication

As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice 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 that 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 accept 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 hard copy, other than where electronic submission is mandatory.
Any communication by us with you sent through the post is deemed to arrive at your postal address within five working days after the day that the document was sent.
When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out the contract.
You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.

• Fees and payment terms

Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility, and the importance and value of the advice that we provide, as well as the level of risk.
If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
Where requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.  In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us, you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
We will bill quarterly and our invoices are due for payment 7 days of issue. 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.
Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
It is our normal practice to ask clients to pay by monthly direct debit and to periodically adjust the monthly payment by reference to actual billings.

If invoices are not subject to payment by standing orders, our terms for such invoices are strictly 7 days net. Interest will be charged on all overdue debts at the rate applicable 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.
If you do not accept that an invoiced fee is fair and reasonable you must notify us within 7 days of receipt, failing which you will be deemed to have accepted that payment is due.
On termination of the engagement you may appoint a new adviser. Where a new adviser requests professional clearance and handover information we reserve the right to charge you a reasonable fee for the provision of handover information.

• Implementation

We will only assist with implementation of our advice if specifically instructed and agreed in writing.

• 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.

• Interpretation

If any provision of this engagement letter, schedules of services or standard terms and conditions is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.
In the event of any conflict between these standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.

• Internal dispute 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 a business client, it should be noted that where our client is the business, we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors/the partnership/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.

• Investment advice (including insurance mediation services)

Investment business is regulated under the Financial Services and Markets Act 2000.
If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a designated professional body as we are not authorised to give such advice.

• Lien

Insofar as we are 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. 

• Limitation of liability

We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence, fraud or wilful default. 
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, interest or additional tax liabilities are caused by 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 caused by a failure to act on our advice or a failure to provide us with relevant information.
In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
Exclusion of liability relating to non-disclosure or misrepresentation
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. 
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

• Limitation of third-party rights

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you that 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. 

• Period of engagement and termination

Unless otherwise agreed in the engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter, except as stated in that letter we will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 30 days’ notice in writing to the other party, except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination. 
In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. 
If you engage us for a one-off piece of work (for example advice on a one-off transaction or preparation of a tax return for one year only) the engagement ceases as soon as that work is completed. The date of completion of the work is taken to be the termination date and we owe you no duties and we will not undertake further work beyond that date.
Where recurring work is provided (for example ongoing compliance work such as the completion of annual tax returns) the engagement ceases on the relevant date in relation to the termination as set out above. Unless immediate termination applies, in practice this means that the relevant termination date is:

• 30 days after the date of notice of termination; or 
• A later agreed date

We owe you no duties beyond the date of termination and will not undertake any further work.

• Professional body rules

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Accounting Technicians and will accept instructions to act for you on this basis. 
You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.
In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. 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.aat.org.uk.
The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business.

• Reliance on advice

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing. However, bear in mind that advice is only valid at the date it is given.

• Retention of papers

You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will return any original documents to you, if requested.
When we cease to act for you we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately. Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships

• with trading or rental income: five years and 10 months after the end of the tax year;
• otherwise: 22 months after the end of the tax year.

Companies, LLPs and other corporate entities

• six years from the end of the accounting period.

While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return of any specific document or their retention for a longer period. 
You should retain documents that are sent to you by us as set out in the privacy notice, which should be read alongside these terms and conditions.

• The Provision of Services Regulations 2009 ('Services Directive')

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 or by request from us.

DATA PROTECTION & PRIVACY NOTICE

In this section:

• Data Controller, Data Processor, Data Subject, Personal Data, Personal Data Breach, international organisation and processing shall have the respective meanings given to them in the Data Protection Laws (and related expressions shall be construed accordingly).
• Data Protection Laws means any applicable law relating to the processing, privacy and use of Personal Data including: the General Data Protection Regulation (EU) 2016/679 (GDPR); and any laws which implement such laws; any laws that replace, extend, re-enact, consolidate or amend any of the foregoing (provided that the impact of any such replacement, extension or amendment is agreed in writing by the parties).
• Protected Data means Personal Data received from or on behalf of you or otherwise obtained in connection with the performance of our obligations under this letter of engagement.
• Sub-Processor means any agent, sub-contractor or other third party engaged by us (or by any other Sub-Processor) for carrying out any processing of the Protected Data.

Compliance with Data Protection Laws

In the provision of the services to you, we are required to process your personal data and the personal data (and in some cases special categories of data) of your employees.

Where we are processing your employees’ personal data on your behalf, you are the Data Controller and we are the Data Processor. We shall process Protected Data in compliance with the obligations placed on it under this letter.

You shall at all times comply with the Data Protection Laws in connection with the processing of Protected Data. You confirm that that you are entitled to transfer the Protected Data to us and any Sub-Processor in compliance with the Data Protection Laws and shall ensure all instructions given by you to us in respect of Protected Data shall at all times be in accordance with the Data Protection Laws.

Instructions

We shall only process (and shall ensure our personnel only process) the Protected Data in accordance with this letter (including the Annex) (and not otherwise unless alternative processing instructions are agreed between us in writing) except where otherwise required by applicable law (and in such a case we shall inform you of that legal requirement before processing, unless such applicable law prohibits us from so notifying you).

We intend to process personal data for the following purposes:

• To enable us to supply professional services to you as our client. 
• To fulfil our obligations under relevant laws in force from time to time (e.g. the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (“MLR 2017”)). 
• To comply with professional obligations to which we are subject as a member of Association of Accounting Technicians 
• To use in the investigation and/or defence of potential complaints, disciplinary proceedings and legal proceedings. 
• To enable us to invoice you for our services and investigate/address any attendant fee disputes that may have arisen. 
• To contact you about other services we provide which may be of interest to you if you have consented to us doing so. 

If we believe that any instruction received by it from you is likely to infringe the Data Protection Laws we shall inform you and be entitled to cease to provide the relevant Services until we have agreed appropriate amended instructions which are not infringing.

Security

Taking into account the state of technical development and the nature of processing, we shall implement and maintain the technical and organisational measures set out in Part 2 of the Annex to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure and/or access.

Sub-Processing and Personnel

You consent to our appointment of AccountancyManager Limited as a third party processor of Protected Data. We confirm we have entered into a written agreement with AccountancyManager Limited on its standard terms of business. 

We shall remain liable to you under this letter for all the acts and omissions of AccountancyManager Limited and each of its personnel as if they were our own and ensure that all persons authorised by us or any Sub-Processor to process Protected Data are subject to a written contractual obligation to keep the Protected Data confidential.

Assistance

We shall (at your cost) assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under Data Protection Laws) taking into account the nature of the processing and information available to us and assist you (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of your obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

We shall refer all requests and communications received from Data Subjects or any supervisory authority to you which relate to any Protected Data promptly (and in any event within 3 days of receipt) and shall not respond to any without your written approval and in accordance with your instructions unless and to the extent required by law.

Obtaining and reusing personal data (the right to data portability) 

In certain circumstances you have the right to be provided with the personal data that we hold about you in a machine-readable format, e.g. so that the data can easily be provided to a new professional adviser. Further information is available on the ICO website (www.ico.org.uk). 

The right to data portability only applies: 

•  to personal data an individual has provided to a controller; 
• where the processing is based on the individual’s consent or for the performance of a contract; and 
• when processing is carried out by automated means 

 We will respond to any data portability requests made to us without undue delay and within one month. We may extend the period by a further two months where the request is complex or a number of requests are received but we will inform you within one month of the receipt of the request and explain why the extension is necessary. 

Withdrawal of consent

Where you have consented to our processing of your personal data, you have the right to withdraw that consent at any time. Please inform us immediately if you wish to withdraw your consent.
Please note:

• the withdrawal of consent does not affect the lawfulness of earlier processing
• if you withdraw your consent, we may not be able to continue to provide services to you
• even if you withdraw your consent, it may remain lawful for us to process your data on another legal basis (e.g. because we have a legal obligation to continue to process your data)

Automated decision-making

We do not intend to use automated decision-making in relation to your personal data.

International Transfers

We shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the European Economic Authority unless your prior written consent has been obtained.

Records and Audit

We shall, in accordance with Data Protection Laws, make available to you such information that is in its position or control as is necessary to demonstrate our compliance with our obligations under this letter of engagement. We shall permit audits by you (or another auditor appointed by you (provided such auditor has entered into a confidentiality undertaking with, and in terms reasonably acceptable to, us and such auditor is not our competitor) for this purpose, subject to a maximum of one audit in any 12 month period.

Requesting personal data we hold about you (subject access requests)

You have a right to request access to your personal data that we hold. Such requests are known as ‘subject access requests’ (“SARs”). 

Please provide all SARs in writing marked for the attention of Magdalena Dudek. 

To help us provide the information you want and deal with your request more quickly, you should include enough details to enable us to verify your identity and locate the relevant information. For example, you should tell us: 

1.  your date of birth 
2. previous or other name(s) you have used 
3. your previous addresses in the past five years 
4. personal reference number(s) that we may have given you, for example your national insurance number, your tax reference number or your VAT registration number 
5. what type of information you want to know 

If you do not have a national insurance number, you must send a copy of: 

• the back page of your passport or a copy of your driving license; and 
• a recent utility bill. 

 DPA 2018 requires that we comply with a SAR promptly and in any event within one month of receipt. There are, however, some circumstances in which the law allows us to refuse to provide access to personal data in response to a SAR (e.g. if you have previously made a similar request and there has been little or no change to the data since we complied with the original request). 

We will not charge you for dealing with a SAR. 

You can ask someone else to request information on your behalf – for example, a friend, relative or solicitor. We must have your authority to respond to a SAR made on your behalf. You can provide such authority by signing a letter which states that you authorize the person concerned to write to us for information about you, and/or receive our reply. 

Where you are a data controller and we act for you as a data processor (e.g. by processing payroll), we will assist you with SARs on the same basis as is set out above. 

Breach

We shall notify you without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Personal Data.

Putting things right (the right to rectification)

You have a right to obtain the rectification of any inaccurate personal data concerning you that we hold. You also have a right to have any incomplete personal data that we hold about you completed. Should you become aware that any personal data that we hold about you is inaccurate and/or incomplete, please inform us immediately so we can correct and/or complete it.

Deletion/Return

On ceasing to provide the Services relating to the processing of Protected Data, at your cost and option, we shall either return all of the Protected Data to you or securely dispose of the Protected Data except to the extent any applicable law requires us to store such Protected Data. In certain circumstances we have the right to refuse to comply with a request for erasure. If applicable, we will supply you with the reasons for refusing your request. Further information is available on the ICO website (www.ico.org.uk).

The right to restrict processing and the right to object

In certain circumstances you have the right to ‘block’ or suppress the processing of personal data or to object to the processing of that information. Further information is available on the ICO website (www.ico.org.uk). Please inform us immediately if you want us to cease to process your information or you object to processing so that we can consider what action, if any, is appropriate.

Data Processing Details

Our processing of the Protected Data under this letter of engagement shall be for the subject-matter, duration, nature and purposes and involve the types of personal data and categories of Data Subjects set out below:

1. Subject-matter of processing:
   We will process Protected Data in order to perform our obligations under this letter of engagement.
2. Duration of the processing:
   We will process the Protected Data for the term of our agreement (and any exit period) and thereafter as long as we are required to process any Protected Data pursuant to the Data Protection Legislation.
3. Nature and purpose of the processing:
   The nature and purpose of the processing of the Protected Data will be to perform its obligations under this letter of engagement.
4. Type of Personal Data:
   The types of Protected Data will be those detailed under the section of this letter of engagement entitled "Payroll Preparation and PAYE".
5. Categories of Data Subjects:
   Customers
6. Specific processing instructions:
   To administer your accounts in accordance with your instructions and in accordance with the terms of this Letter of Engagement.

Technical and Organisational Security Measures

We shall implement and maintain the following technical and organisational security measures to protect the Protected Data:

In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this letter of engagement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, we shall implement appropriate technical and organisational security measures appropriate to the risk, including what is appropriate to those matters mentioned in Articles 32(a) to (d) of the GDPR.

Complaints

If you have requested details of the information we hold about you and you are not happy with our response, or you think we have not complied with the GDPR or DPA 2018 in some other way, you can complain to us. Please send any complaints to Magdalena Dudek.