Terms of business

The purpose of this schedule is to set out the standard terms of business that apply to all engagements accepted. All work carried out is subject to these terms except where changes are expressly agreed in writing.

These standard terms of business are applicable to all types of entities (e.g. companies, LLPs, charities, friendly societies, academies, pension schemes, etc.).  Any reference therefore to ‘director’ or ‘company’ should be interpreted as appropriate for the entity type (e.g. partner, trustee, governor, charity, LLP, etc.)

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

1 Applicable law

1.1 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/Scotland/Northern Ireland. 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.

1.2 Persons who are not party to this agreement shall have no rights under the [Contracts (Rights of Third Parties) Act 1999 / Contract (Third Party Rights)(Scotland) Act 2017] to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

1.3 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

How do we store your data? (If you are located in the EU)

2.1 In common with all accountancy and legal practices, the firm is required by law to:

• Maintain identification procedures for clients and beneficial owners of clients;

• Maintain records of identification evidence and the work undertaken for the client; and

• Report, in accordance with the relevant legislation and regulations.

2.2 We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks.

3 Quality of service

3.1 We aim to provide you with a fully satisfactory service and your engagement partner will seek to ensure that this is so. If, however, you are unable to deal with any difficulty through them and their team please contact Mehmood Rajoka 03300431232 [email protected]. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. We will acknowledge your letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks. If we do not answer your complaint to your satisfaction you may of course take up the matter with IFA.

3.2 We are not licensed or authorized for the reserved legal activity of non-contentious probate. Consequently, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by the IFA Compensation Scheme, this service will not be covered by legal personal privilege and you will not have access to the Legal Ombudsman.

3.3 As part of our ongoing commitment to providing a high quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

Dealing with HM Revenue & Customs

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

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

4 Client money

4.1 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’ Money Regulations of the IFA.

4.2 All client money will be held in an interest-bearing account. In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Barclays Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

5 Commissions and other benefits

In some circumstances, we may receive commissions and/or other benefits for introductions to other professionals or in respect of transactions that we arrange for you. Where this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits.

6 Fees and payment terms

6.1 Our fees may depend not only on the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved but also the level of risk identified and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and will be due on presentation.

6.2 We may indicate a fixed/indicative fee for the provision of specific services. We will not usually identify fixed fees for more than a year in advance as these may need to be revised in light of subsequent events. Where we estimate our fees for any specific work, this will not be binding unless this is clearly stated to you. Otherwise, our fees will be based on the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour, VAT being charged thereon. 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. We will usually provide you a fee quote via our online proposal system and you will be asked to approve this fee quote electronically.

6.3 If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc., are completed to the agreed stage. Our fees will exclude out of pocket expenses. Out of pocket expenses (plus VAT (if applicable)) will be billed as incurred for reimbursement by you.

6.4 Invoices are payable in full before the report is signed and the accounts are made available for filing.

6.5 It is our normal practice to request that clients make arrangements to pay our fees by monthly direct debit. These direct debits will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis.

6.6 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 30 days net. Interest will be charged on all overdue debts at the rate 5% 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.

6.7 It may be necessary to incur fees of solicitors, barristers, valuers, or other experts. We will discuss any such need with you prior to issuing instructions on your behalf. All such fees will be charged to you, and we may ask you to put us in funds to pay them as they are incurred.

6.8 If the company is unable to meet its liability in respect of our outstanding fees as and when they fall due then the company’s directors would be personally, jointly, and severally liable in respect of our outstanding fees and any other costs incurred to recover our fee.

6.9 If we are required to prepare a transfer / handover file for new advisor we will charge a fee in accordance with our charge out rates subject to a minimum fee of £250 + vat to cover the normal administration costs of such a task. The payment will be required before a transfer / handover file is prepared.

6.10 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.

6.11 We will bill upon completion of the work and our invoices are due for payment on the due date as shown on the invoice. 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.

6.12 Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees

6.13 If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

7 Retention of and access to records

7.1 You are legally responsible for retaining 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.

7.2 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

Companies, LLPs and other corporate entities

7.3 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 longer.

7.4 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.

8 Electronic and other communication

8.1 As instructed, we will communicate with you and any third parties you instruct us to as set out in our covering letter and privacy notice via email or other electronic means. The recipient is responsible for virus-checking emails and any attachments.

8.2 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 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. 

8.3 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.

8.4 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.

8.5 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.

9 Data protection

9.1 To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about [you / your business / company / partnership / its shareholders / members / officers and employees] as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.

9.2 You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.

9.3 Our privacy notice, which can be found on our website at https://simplypayroll.uk/disclaimer explains how we process personal data in respect of the various services that we provide.

9.4 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 us.

Processing of customer personal data

9.5 Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller. Terms relating to our responsibilities as a data processor are set out in paragraphs 9.6 to 9.9 below.

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

9.6.1 Process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;

9.6.2 Disclose and transfer the client personal data to [members of our firm’s network,] our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;

9.6.3 Disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;

9.6.4 Maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.

9.6.5 Maintain written records of our processing activities performed on your behalf which shall include:

9.6.6 Return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;

9.6.7 Ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;

9.6.8 Notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this section;

9.6.9 Where we transfer the client personal data to a country or territory outside the United Kingdom to do so in accordance with data protection legislation;

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

9.6.5 Maintain written records of our processing activities performed on your behalf which shall include:

9.6.11 Notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data; and

9.6.12 At your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws

9.7 Without prejudice to the generality of clause 9.1, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.

9.8 Should you require any further details regarding our treatment of personal data, please contact our data controller.

9.9 The following details are also required by Article 28(3) of the GDPR:

9.9 1 Subject matter and duration of the processing of client personal data The subject matter and duration of the processing of the client personal data are set out in the engagement letter between us..

9.9 2 The nature and purpose of the processing of client personal data The processing of client personal data is in order to calculate payroll and deductions and arrange payments to HMRC and the client’s employees.

9.9 3 The types of client personal data to be processed

Personal Data:

9.9 4 The categories of data subject to whom the client personal data relates. The client personal data relates to employees of the client and its subsidiaries if applicable.

10 Professional body rules and practice guidelines

10.1 We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the IFA and will accept instructions to act for you on this basis.

10.2 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.

10.3 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. Therefore, We will comply with the general anti-abuse and targeted anti-avoidance rules. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

10.4 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.

11 Conflicts of interest

11.1 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.

11.2 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.

12 The Provision of Services Regulations 2009 (‘Services Directive’)

12.1 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 or by request from us.

13 Timing of our services

13.1 If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. However, failure to complete our services prior to any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

14 Use of our name in statements or documents issued by you

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

14.2 The copyright in any document prepared by us belongs to us in entirety unless the law specifically provides otherwise.

15 Interpretation

15.1 If there is a conflict between an engagement letter schedule and these terms of business then the engagement letter takes precedence.

15.2 We will provide services as outlined in this letter 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. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.

15.3 You will not hold us, the owners of this firm and any staff employed by the firm, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of the principals or employees personally.

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

15.5 If any provision of this engagement letter or terms of business or its application is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provision and its application shall not in any way be affected or impaired.

15.6 Advice we give you orally should not be relied upon unless we confirm it in writing. We endeavor to record all advice on important matters in writing. However, if you particularly wish to rely upon oral advice we give you during a telephone conversation or a meeting, you must ask for the advice to be confirmed in writing.

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

15.8 Unless specifically instructed and agreed in advance we will not assist with the implementation of our advice.

16 Provision of cloud-based services

16.1 Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business above, in particular, Fees and payment terms (6), Electronic and other communication (8), and Data protection (9).

16.2 The service provided by the Cloud Supplier will be a discrete web-based hosted facility, and you agree that access will also be provided to the firm and the third party.

16.3 The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them regarding the resumption of normal service as soon as possible.

17 Confidentiality

17.1 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 authorized by you to disclose information on your behalf, this undertaking will apply during and after this engagement.

17.2 We may, on occasion, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality and security terms.

18 DATA PROTECTION ACT 1998 and 2018

18.1 We confirm that we will comply with the provisions of the Data Protection Act 1998 together with successor legislation incorporating GDPR and the Data Protection Act 2018, 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.

19 Period of engagement and termination

19.1 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.

19.2 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.

19.3 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.

19.4 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.

19.5 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:

19.6 In some circumstances, you may consider we ought to stop acting for you, for example, if you cannot give clear or proper instructions on how we are to proceed, of if it is clear that you have lost confidence in how we are carrying out your work. We may stop acting for you with good reason, for example, if you do not pay an interim bill or fail to comply with our request for a payment on account or upon other reasonable grounds.

19.7 In the event of termination a final invoice will be delivered which is payable upon receipt. If you or we decide that we will no longer act for you then you will pay our charges on an hourly basis and expenses as set out above.

19.8 Directors of the company take personal responsibility / guarantee that any unpaid invoices can be recovered from them personally.

19.9 We reserve the right to suspend/terminate our service if any of the invoices are unpaid or any sums requested to be paid on account are not paid in accordance with our terms of engagement.

19.10 Where the provisions of the Consumer Protection (Distance Selling) Regulations 2000 apply (non-business-to-business contracts where goods or services are supplied without any face-to-face contact), consumers normally have the right to cancel the contract within 7 working days of its conclusion. Unless you instruct us otherwise, you authorize us to commence work for you before the expiry of 7 working days from the date on which you receive our engagement letter and your cancellation right will end when we commence work instead of at the end of the normal 7 working day period. You can cancel your instructions by contacting us in writing by post, fax or e-mail. However, once we have started work on your matter, you may be charged for the work we have done up until we receive your notice of cancellation.

19.11 Unless otherwise agreed , you’d agree to have our services for 2 years (a minimum term or period). If you leave us before your minimum fixed term ends you’ll need to give us 21 days’ notice and you’ll be charged an Early Termination Fee for the remaining period of the agreed term.

20 Transfer of information upon termination.

20.1 Upon lawful termination of this contract by the Parties in accordance with the termination clauses set out herein, we will provide you with the following: -

20.2 When you request to transfer your limited company away from RR Accountants to yourself or a new accountant, we will prepare all the relevant documentation required by you or your new accountant.

Before we can provide any information to your new accountant, we will require your written authorization.

20.3 We will also require your new accountant to provide a clearance letter; this is authorization that they will be acting on your behalf. We will act as your accountants until the cut-off date. This is last day of the month in which we receive your written authorization, unless requested otherwise, and we will complete all work on your account up to this date.

20.4 As per our Terms of Engagement, we will then raise an invoice for the transfer fee of £250+VAT. This is charged for the preparation of all the relevant documentation and accounting schedules that will be required by your new accountant. Once this fee has been settled and your cut-off date has passed, we will begin the transfer process and send the required documents to you/your new accountant. We aim to send these to you 20-25 working days after the latter of the below:

20.5 We use third party software for vat, payroll and accounts, in case services are terminated during the year full year software subscription is payable by the client, these charges will be separate from our service charges.

20 Disengagement

20.1 Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

20.2 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.

20.3 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.

21 Implementation

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

22 Investment advice (including insurance mediation services)

22.1 We are not authorised by the Financial Conduct Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorised by the Financial Conduct Authority.

23 Lien

23.1 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.

24 Limitation of liability

24.1 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.

24.2 Subject to 24.1:

• we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract between us; and

• The aggregate liability of our total liability to you in respect of all other losses arising out of or in connection with our engagement to act in connection with any individual matter where you receive a specific invoice or invoices, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 3 times the lowest fee charged by us and shall exclude all economic and consequential loss. The parties further agree that our total liability will be capped in aggregate to a maximum of £1,000.00

• For the avoidance of doubt more than one addressee is intended to cover businesses in which shareholders/directors are common in the businesses. Similarly, an individual may have many business interest and they will be consider as a single addressee for the purpose of this agreement. Likewise a shareholder may have an interest in three businesses the maximum aggregate liability to that individual will be £1,000.

• Proportionality. In respect of all services, our liability as set out at point

• Supra suffered or incurred by the addressee(s) shall be limited to the proportion of the aggregate liability which may be justly or equitably attributed to us after taking into account the contributory negligence (if any) of the addressee(s) and any other third party found to be liable to contribute to the aggregate liability.

• You acknowledge that the retainer/engagement is with RR Accountants and no special duty is owed to you by any individual member or employee of RR Accountants.

• Any advice given to you by any individual member or employee is done so on behalf of RR Accountants and not in their individual capacity. Each and every member and employee shall be entitled to the benefit of this provision under the Contracts (Rights of Third Parties) Act 1999 (as amended) and any subsequent enactment.

25 Exclusion of liability for loss caused by others

25.1 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.

25.2 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.

26 Exclusion of liability in relation to circumstances beyond our control

26.1 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.

27 Exclusion of liability relating to non-disclosure or misrepresentation

27.1 We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we provide is withheld, concealed, or misrepresented.

27.2 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.

28 Indemnity for unauthorised disclosure

28.1 You agree to indemnify our agents and us in respect of any claim (including any claim for negligence) arising out of any unauthorized 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.

29 Limitation of third-party rights

29.1 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 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.

30 Reliance on advice

30.1 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. However, bear in mind that advice is only valid at the date it is given.

31 Help us to give you the right service

31.1  We are committed to providing you with a high quality service that is both efficient and effective. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by contacting the principal contact named in Key Facts.

31.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. We will acknowledge your letter within five working days of its receipt and endeavour to deal with your complaint within eight weeks. If we do not answer your complaint to your satisfaction you may of course take up the matter with our professional body (see Key Facts).

31.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement schedules. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:

• your insolvency, bankruptcy or other arrangement being reached with creditors;

• failure to pay our fees by the due dates;

• either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.