Legal – Terms of Business
These Terms of Engagement confirm our understanding of the terms and objectives of our engagement and explain the nature and limitations of the services we will provide. They set out what we are required to disclose to you, our commitments to you, the way we’ll work together, and what we need from you to ensure we can deliver our services to a high standard, as efficiently as possible. If you have questions about any of these Terms, please contact us to discuss them prior to accepting our proposal. We’re very flexible in the way we work, so if there are changes you would like to suggest in the scope of work we deliver we will be pleased to adapt and refresh our Letter of Engagement.
When you have read through everything, digitally sign this Letter of Engagement using the link at the end. Please note that our business relationship will only begin when this Letter of Engagement has been signed by you. By accepting our proposal, you agree to be bound by these Terms.
We may update these Terms from time to time. The current version can be found on our website. We’ll keep you informed of any changes we make.
Contents
Purpose, Scope and Delivery of the Engagement
Summary of Fees for this Engagement
Period of the Engagement
Information About Our Fees
Additional Service Terms
Our General Terms
Acceptance of this Letter of Engagement
Purpose, Scope and Delivery of the Engagement
ASfB | Accounting Services for Business will provide professional services at your request. The details of the services provided in this Agreement are detailed below. If at any time you require additional services from us, you must inform us by writing. From time to time, we may offer you additional services and you will be informed of these recommendations in writing.
If you decided to accept additional services offered by us, you must confirm this in writing to us. If additional services are offered to you this will constitute a separate engagement and an additional Letter of Engagement will be provided.
Any work we complete will be based upon the information you and your business provide us. The accuracy of the work we produce will be influenced by the accuracy of the information you provide us.
Statement of services we will provide
Summary of Fees For This Engagement
£ Statement of fees
Period of the Engagement
This engagement starts on Start Date and is valid until End Date. We will not deal with earlier periods unless you specifically ask us to do so and we agree.
Information about our fees
Our fees are based on a number of factors including the time that will be spent on your affairs and the levels of skill and responsibility involved. The fees shown in this Agreement are based on reasonable assumptions arising from our discussions and your disclosures. Any additional work we are required to do for you beyond the scope of this engagement will be charged separately. When reasonably possible we will obtain approval in advance.
For ongoing monthly services, we will review our fees quarterly and endeavour to keep our fees stable for 12 months. If the transaction volumes change, or other factors change that impact on the work involved, we will advise you and adjust the fee to the appropriate service level.
Each fee invoice will clearly show the period that the work has been carried out, and summarise what has been done. Postage, stationery, and other sundry charges will also be itemised.
It is usually quite straightforward, but if you have a query about anything please ask us as soon as you become aware so that we can resolve things without any delay.
Our fee invoices will be emailed to you at your approved email address(s)
Payment of our fees
Our fees are payable in full on presentation of our fee invoice and will be payable by Direct Debit unless other terms have been confirmed in this Agreement. Direct Debit payments will be collected approximately five days after we have sent our invoice to you. Fees not settled by Direct Debit must be paid by bank transfer.
We reserve the right to apply an interest charge on any invoices which are not paid on time. Interest will be charged at 3% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.
We also reserve the right to suspend our services if invoices are not paid on time.
If you need to query or dispute a fee invoice you must contact us in writing on receipt of the fee invoice.
About our Fixed Fee Agreement for ongoing services
Where possible, we will set out a fixed monthly fee based on our forecast of the service level required to support your business needs for a twelve-month period. As a modern and progressive firm, we have moved most of our engagements to Fixed Fee Agreements with the following benefits:
You will know how much you will pay for services in advance and will have the opportunity to discuss the Agreement before we commence any work. If new work is required outside of the scope of our existing Agreement we will issue a written proposal for you to accept (or discuss) before we commence new services.
It places the risk on us, the practice. You don’t have to worry about paying for more hours than you thought it would take. We have to focus on being more efficient to ensure our relationship is mutually profitable. We do this by using the best in breed technology to constantly improve the quality of the services we deliver to you.
It opens the lines of communication. You don’t have to be afraid to contact us with questions and be worried about receiving a bill for your time. All of our Fixed Fee Agreements include support and regularly scheduled review sessions. In fact, we encourage constant communication between Client name and ASfB | Accounting Services for Business. Becoming your trusted advisor is our mission and open communication is the key.
Hourly Billing for Services with an Undefined Scope
Although we will try to provide a Fixed Fee Agreement, particularly for ongoing services, there are some services or instances where we need to provide an estimate or quote which is based on the scope of work. We may quote an hourly rate or day rate in cases of project work where it is difficult to define the scope of the service required. Where we have quoted an estimate based on an hourly rate, we will inform you of our fee before we issue the final fee invoice and collect payment.
If possible, we will convert any hourly services into a Fixed Fee Agreement, if or when the scope of the service becomes sufficiently clear.
Unanticipated and Ad Hoc Services
While your Fixed Fee Agreement entitles you to unlimited communication (subject to fair use), if your question or issue requires additional research and analysis beyond the services agreed in this contract, any additional work will be quoted to you before we commence the additional work. Once the scope of the additional work is agreed upon, we will issue a Change of Service Request via our online proposal system and will ask you to sign the new Agreement before we commence the new work.
Furthermore, you agree that if an unanticipated need arises (such as an audit, an amended tax return or a personal financial statement required as part of a loan agreement), this additional work will be performed only after agreeing to our fee and accepting a Change of Service Request with a digital signature.
Additional Service Terms
Terms relevant to the services provided
Our General Terms
Service Guarantee
We are committed to providing you with high-quality accountancy services in accordance with this Letter of Engagement. If in the unlikely event something goes wrong, or you are not satisfied with our quality of service, you need to tell us about it so that we can rectify matters swiftly. This will help us to improve our standards and ensure that we resolve your concerns efficiently and professionally to your satisfaction.
Ownership of Documents
All original documents obtained from you arising from the engagement shall remain your property. However, we reserve the right to make copies of the original documents and retain electronic copies for our records which will be retained under the terms of GDPR.
Lien
Where 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 you until all outstanding fees and disbursements are paid in full
Confidentiality
Information we acquire in the course of this engagement is subject to strict confidentiality requirements and GDPR legislation. We will not disclose any information to other parties except as required for the purposes of the engagement or required by law, or with your express written consent.
Communication
Email is our preferred method of contact; let us know if you prefer contact via other means
A lot of our communication is private and confidential – it’s your responsibility to take necessary precautions to protect your email account. For additional security, we may send documents via our Secure Document Exchange or your Client Portal
You must have appropriate security software in place to scan emails and attachments for viruses/malware. We use virus-scanning software to reduce the risk of viruses and other malware being transmitted through emails or electronic storage devices. We will not accept responsibility for any damage or loss caused by viruses, nor for emails corrupted or altered after we send them.
Client Responsibilities
The accuracy of the work we will do for you is only as good as the information we have been given, so please ensure we are updated with all information regularly. You will be responsible for the reliability, accuracy and completeness of the accounting records, particulars and information provided and disclosure of all material and relevant information.
We will need you to provide us with reasonable access to your relevant colleagues and to documents. You will be responsible for both the completeness and accuracy of the information supplied to us. Any advice given to you is only an opinion based on our knowledge of your particular circumstances
Our preferred method to receive invoices and statements is through our smart email address AccountsTeam1@asfb.co.uk. Other documents can be emailed directly to the team member concerned.
We will also provide you with a Secure Client Portal for exchanging, storing, reviewing and digitally signing documents
Your obligations in respect of HMRC and tax submissions
It is important to remind you of your obligations under the law. The law expects you to take reasonable care over your tax affairs. That is the basis on which you have engaged us to provide the services outlined above.
HMRC has said in relation to this that you must take reasonable care to ensure that your returns are accurate, despite them being prepared by an advisor or agent.
This means you must:
Provide us with all of the information and documents we need to deal with such matters
Check each return as far as you are able before authorising its submission.
Service Level Agreement
Our Virtual Accounts Office will be readily available during normal business hours, Monday to Friday between 08:00 – 17:00.
Liability
Our liability for any matter will not exceed our day rate for labour costs or our Professional Indemnity Insurance.
Termination of Engagement
Termination by either party should be well planned to ensure a smooth, professional handover. To enable good planning termination, notice should be served no less than three months before the effective date of handover. Our normal fees will apply for this three month period. We may need to charge additional fees if the handover incurs additional work.
If you terminate a Fixed Fee Agreement within the first twelve months we will review whether the fee received fully cover the work we have carried out. This is because the Fixed Fee Agreement is priced on the total work for twelve months. We may need to charge you an additional amount so that we can recoup our costs if the work to date has been greater than the budget for the fees received.
We reserve the right to terminate our Engagement with limited notice if in our professional opinion, you are trading insolvently or engage in wrongful trading, or if bankruptcy or insolvency proceedings are issued or Administrators or Liquidators appointed,
We reserve the right to terminate our Engagement with limited notice if in our professional opinion, it may be damaging to our reputation to remain associated, or if a fraud or criminal act has taken place.
We reserve the right to terminate our Engagement with limited notice if you are unable to pay your fees and we are unable to agree on a payment plan.
We may terminate this Engagement under any clause within this Agreement. We will issue you with written notice within fifteen working days of the date we wish to terminate this Agreement.
We aim not to terminate this agreement if we feel it will be unreasonably detrimental to your ability to meet HMRC and/or Companies House deadlines, unless we suspect you are involved in criminal activity or have directly breached any part of this Engagement or you are unable to pay. A Disengagement Letter will be sent to the registered office for the company and by email to all directors, and any other individual within the company, or related entities, who we feel need to be informed of the disengagement.
Following termination of the Engagement, we will invite you to take over all software subscriptions providing all fees have been fully paid.
Client Due Diligence
We will conduct appropriate due diligence before confirming the engagement.
Our client due diligence process requires us to verify your identity. This process will require us to have access to government-issued photo identification documents and two forms of proof of address (normally bank statements or utility bills dated within the last three months). This process will also require us to conduct a ‘soft search’ of your credit records. We may use a credit reference agency as part of our due diligence process.
We reserve the right to contact your previous accountant and/or tax agent as part of our due diligence process
Money Laundering Regulations 2017, Proceeds of Crime Act 2002 and Criminal Finances Act 2017
Money laundering is an offence defined in section 327,328 and 329 of the Proceeds of Crime Act 2002. This offence includes possessing, concealing, using or converting the benefits of any activity that constitutes a criminal offence in the UK, and/or creating any arrangement that facilitates the acquisition, retention, control or use of such benefits. It is also an offence to conspire or attempt to commit such an offence. Money laundering also includes counselling, aiding or abetting or procuring.
Under the Proceeds of Crime Act 2002 we are required to report to the National Crime Agency (NCA) any suspicion we have of money laundering. We are obliged to make such reports to the NCA without your knowledge.
We will not be liable for any loss suffered by you or any third party as a result of our compliance with these regulations or our legal obligations.
Data Protection Act 1998 and GDPR
We are registered with the Information Commissioner’s Office in compliance with the Data Protection Act. All of our data is stored securely within the UK. Our electronic data and software is stored on remote servers. No electronic data is stored on our office computers, laptops, mobile devices or local storage devices. Your data will not be transmitted outside of the European Economic Area (EEA).
In order to carry out the services agreed we may necessarily obtain, use, process and disclose personal data. This may involve updating and changing client records, dealing with statutory returns, crime prevention and legal and regulatory compliance.
You have a right of access to the personal data we hold about you under data protection legislation. For the purposes of the Data Protection Act 1998 the name of the Registered Data Controller is shown on the GDPR section of our website.
Retention of Records
It is your legal responsibility to retain all documents and records relevant to your tax affairs for the following periods:
For 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 tax year
For Companies, LLPs and other corporate entities, 6 years from the end of the accounting period
We may destroy correspondence, documents and records that we store, electronically or otherwise, after seven years. It is your responsibility to inform us of specific documents you wish us to return to you or retain for a longer period of time. We may need to charge storage.
Conflicts of Interest
We have a large client base, which means at times we may be delivering services to other clients who might be your competitors. We reserve the right to deliver services to other clients whose interests might compete with yours.
If we become aware of a conflict of interest affecting you, we’ll let you know immediately. We have strong safeguards in place to protect the interests of different clients where a conflict of interest arises. If any conflict can’t be resolved in a way that protects your interests, we won’t be able to continue our engagement with you.
Investment Advice
We are not regulated by the Financial Conduct Authority (FCA) to conduct investment business. If you require investment business services, we will refer you to a business regulated by the FCA to offer these services.
Changes in the Law
We cannot accept any responsibility, or liability, for any losses or damages incurred because of a change in the law, or a change in the interpretation of the law.
Professional Indemnity Insurance
We confirm that we currently hold sufficient professional indemnity insurance for our practice. This is a requirement of us holding a practising certificate with the Certified Public Accountants Association
Intellectual Property
We retain the rights to any documents prepared by us during this engagement, except where the law specifically provides otherwise.
Applicable Law
This engagement letter shall be governed by English Law. The Courts of England shall have exclusive jurisdiction in relation to any dispute, claim or difference relating to the engagement letter and any matter arising from it.
Interpretation
If any of these Terms is or becomes invalid, illegal, void, or unenforceable, the Terms shall be deemed modified to the minimum extent necessary to make them valid, legal, and enforceable. Where it’s not possible to modify the Terms in this manner, the relevant section shall be deemed deleted. Modifications or deletions under this section shall not affect the validity or enforceability of the rest of these Terms
Third-Party Rights
This engagement and all work produced thus is intended for the addressed individual/entity. We accept no responsibility to third parties for any advice or work produced under this engagement. Only a party to this Agreement 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.
Client Monies
We may, from time to time, hold money on your behalf. This money will always be held in a separate client bank account.
If compelled by law, we may refuse a request for money to be transferred from a client bank account to you.
We will not claim fees owed from any money held in a client bank account unless you have given permission in writing for us to do so.
Contracts (Rights of Third Parties) Act 1999
Advice and information we provide you is tailored to you and should not be shared with any third parties we haven’t expressly agreed may rely on our work. If you share such advice or information with any third party, we will not be liable to them for that advice or information. Only the party to this Agreement has the right under the Act to enforce any of its terms
Applicable Law
These Terms are governed by English law
In the unlikely instance that something goes wrong, we both agree that the courts of England will have exclusive jurisdiction in relation to any claim or dispute
Interpretation
If any of these Terms is or becomes invalid, illegal, void, or unenforceable, the Terms shall be deemed modified to the minimum extent necessary to make them valid, legal, and enforceable. Where it’s not possible to modify the Terms in this manner, the relevant section shall be deemed deleted. Modifications or deletions under this section shall not affect the validity or enforceability of the rest of these Terms
Acceptance of this Letter of Engagement
Please review this Letter of Engagement and click the link below to digitally sign and confirm your acceptance. We’ll then introduce you to our key team members who will become your ‘colleagues’ and set up an implementation plan.
Note, This Letter of Engagement should be signed by all directors of a limited company or all partners of a partnership unless a single director or partner holds full authority to sign on behalf of all directors / partners of the company / partnership.
This Letter of Engagement will remain effective for future years unless we advise you of any change.