Terms and Conditions
- 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 separate letters of engagement.
- 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 English law. Each party agrees that the courts of Great Britain 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.
Authorization and registration
- Butterford Accountancy Services Ltd is registered with ACCA as chartered certified accountants and can be
found on the register of members at http://www.accaglobal.com
Bribery Act 2010
- In accordance with the requirements of the Bribery Act 2010 we have policies and
procedures in place to prevent the business and its staff from offering or receiving bribes.
- 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 http://www.accaglobal.com
- Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not
be regarded as clients' monies.
Commissions or other benefits
- 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. The same will apply where the payment is made to or transactions are
arranged by a person or business connected with ours. We will not reduce the fees we would otherwise charge by the amount of the commissions or benefits.
- 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.
- 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
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, 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 two
working days after the day that the document was sent.
- Communication between us is confidential and we shall take all reasonable steps to keep confidential your
information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on
your behalf this undertaking will apply during and after this engagement.
- We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The
subcontractors will be bound by our client confidentiality terms.
- 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.
Conflicts of interest
- We will inform you if we become aware of any conflict of interest in our
relationship with you or in our relationship with you and another client. 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.
- 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
Contracts (Rights of Third Parties) Act 1999
- 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. 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.
- We confirm that we will comply with the provisions of the General Data Protection Regulations (GDPR) when
processing personal data about you, your directors and employees and where relevant, family members.
- Obtaining, recording or holding personal data; or
- Carrying out any operation or set of operations on personal data, including collecting and storing, organising,
adapting, altering, using, disclosure (by any means) or removing (by any means) from the records manual and digital.
The information we obtain, process, use and disclose will be necessary
- the performance of the contract
- to comply with our legal and regulatory compliance and crime prevention
- contacting you with details of other services where you have consented to us doing so
- Other legitimate interests relating to protection against potential claims and disciplinary action against
This includes, but is not limited to, purposes such as updating and
enhancing our client
records analysis for management purposes and statutory
- Should we resign, a disengagement
letter will be sent to you to ensure that our respective responsibilities are clear.
- If we don't work for you at any time during a tax year, we will assume
that you no longer require our services and automatically remove you as a client.
- We are bound by the ethical guidelines of the Association of Chartered Certified Accountants, and accept
instructions to act for you on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be seen at www.accaglobal.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
- 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
- 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.
- Our normal rates are advised to you prior to engaging you as a client and undertaking any paid work. These
rates are reviewed on an annual basis. Where applicable, any applicable travel expenses will be recharged at cost with mileage charged in accordance with the HMRC advisory
- Unless otherwise agreed, our invoices are due for payment on receipt. 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, our fees do not include the costs of any third party, counsel or other professional
- We reserve the right to charge interest on late paid invoices 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 14 days of
receipt, failing which you will be deemed to have accepted that payment is due.
- 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.
- We will only assist with implementation of our advice if specifically instructed
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.
- 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.
- 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.
- 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 the either partner. If conflicting advice, information or instructions are received from different
partners in the business we will refer the matter back to the both partners and take no further action until both have agreed the action to be taken.
- 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 Services Authority or licensed by a Designated Professional Body as we are not.
- 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
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 caused by our negligence or wilful default.
- Exclusion of liability for loss caused by
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.
- Exclusion of liability in relation to circumstances beyond our
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
- 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.
- Indemnity for unauthorised
You agree to indemnify us and our agents in respect of any claim (including any claim for
negligence) arising out of any unauthorized 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 defending it.
- Limitation of aggregate
Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate
liability of this firm its partners, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work.
By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you
should contact us to discuss it before signing the engagement letter.
You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals or employees; on a personal basis.
Money Laundering Regulations 2007
- 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 Serious Organised
Crime Agency (SOCA).
- You also acknowledge that we are
required to report directly to SOCA 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.
- 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.
- 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.
- We shall not be treated as having notice, for the purposes of our 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
Period of engagement and
- 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.
- 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.
- 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
Provision of Services Regulations
- 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.
Quality of service
- 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 by contacting Sharon Gorman.
- 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.
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
Retention of records
- 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
- with trading or rental income: 5 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
- 6 years from the end of the accounting period;
- 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.
- Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be
disclosed to any third party in whole or part without our prior written consent. 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. If our advice 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.
- 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.
- The services we undertake to perform for you will be carried out on a timescale to be determined between us
on an ongoing basis.
- 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.