The term ‘Jones Harris’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is 17 St Peters Place, Fleetwood Lancashire FY7 6EB. Our company registration number is 03198953 – registered in England and Wales. The term ‘you’ refers to the user or viewer of our website.
- The content of the pages of this website is for your general information and use only. It is subject to change without notice.
- We provide no warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance, text content and graphics. Reproduction is prohibited unless we have given express written permission.
- All trademarks reproduced in this website, which are not the property of, or licensed to Jones Harris, remain the property of their respective owners. Such trademarks are acknowledged on the website and Jones Harris claims no ownership of them.
- Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
- From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s) in question. We have no responsibility for the content of any linked website(s).
- Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
Standard Terms of Business
The purpose of this schedule is to set out the standard terms of business that apply to all engagements accepted by us. 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, LLP’s, charities, friendly societies, academies, pensions 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.)
1 Professional obligations
- As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional registrations, including audit registration where applicable, can be found on our website at jones-harris.co.uk/regulatory-information
- • We will observe and act in accordance with the byelaws and regulations of our professional body together with their code of ethics. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue & Customs where we become aware of them. We will not be liable whether in contract, tort including negligence, breach of statutory duty or howsoever arising for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
Professional indemnity insurance
- In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of our professional indemnity insurer are provided on our website under regulatory information.
2 Commissions or other benefits
2.1 In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of transactions we or such associates arrange for you, in which case you will be notified in writing of the amount and terms of payment. If we reduce the fees that we would otherwise charge by the amount of commission, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts.
3 Connected Parties
3.1 We do not offer investment advice other than where it is complementary to other professional services we provide, and it falls within the terms of our Designated Professional Body (DPB) licence. If further advice is required, we may refer you to an independent financial advisor.
We do not offer payroll services directly. If such services are required, we will refer you to The North West Business Support Centre Limited.
Jones Harris Limited have equity interests in North West Business Support Centre. This may result in periodic rewards being paid to Jones Harris Limited.
4 Client monies
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 Client’s Money Regulations of our professional body.
4.2 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 Svenska Handelsbanken AB in the United Kingdom for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
4.3 If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
4.4 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Client’s Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.
5.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff, including sub-contractors or consultants where necessary, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.
5.2 If it is necessary to carry out work outside the responsibilities agreed with you for each service, we will advise you in advance. Any additional work will involve additional fees.
5.3 Invoices are payable in full (including disbursements) within 7 days of the date on the invoice unless otherwise agreed in advance. 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.
5.4 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed in the relevant 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.
5.5 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.
5.6 If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client, and we shall be entitled to enforce any sums due against the group company or individual nominated to act for you.
5.7 In the event you challenge the service provided no right of set off exists under this contract between any claim arising and our outstanding fees. Fees should be paid in full and any claim pursued separately.
5.8 Insofar as we are permitted to so by law or by 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.
5.9 In the event that we cease to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.
6 Retention of and access to records
6.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation/ audit of your financial statements/returns. You should retain these records for 7 years from the relevant year end date. You should retain them for longer if HMRC enquire into your tax return.
6.2 Our policy is to hold documents relating to existing clients indefinitely. Former clients’ information is securely destroyed after 7 years, unless you instruct us to destroy it earlier.
7 Conflicts of interest and independence
7.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to 8 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. 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.
7.2 During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality below.
8.1 We confirm that where you give us confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement. This clause 8.1 shall not apply to disclosure to insurers, auditors or professional advisers.
8.2 You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
8.3 In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measure such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.
8.4 You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
8.5 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. We will use reasonable endeavours that the subcontractors will be bound by our client confidentiality terms.
8.6 We reserve the right, for the purpose of promotional activity, training or other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.
9 Quality Control
9.1 As part of our ongoing commitment to providing a 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
9.2 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 www.hmrc.gov.uk/charter/index.htm . To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.
9.3 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 see 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.
10 Help us to give you the right service
10.1 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 your letter of engagement.
10.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with our professional body.
10.3 In the unlikely event we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme.
10.4 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 these 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 partly being in breach of their obligations where this is not corrected within 30 days of being asked to do so.
11 Applicable law
11.1 This engagement and these terms of business are subject to the law of England and Wales and the parties hereto submit to the exclusive jurisdiction of the courts of England and Wales. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in inappropriate forum, or to claim that those courts do not have jurisdiction.
11.2 No action or proceedings for any breach of this engagement whether in contract or in tort or in delict or in negligence or for breach of statutory duty or otherwise shall be commenced against us after the expiry of 6 years from the date that we finish our services for you under the engagement.
11.3 If any provision in this Standard Terms of Business or any associated engagement schedules, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.
12 Changes in the law, in practice or in public policy
12.1 We shall have no liability whether in contract, tort including negligence, breach of statutory duty or howsoever arising if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law, public policy or your circumstances.
12.2 We shall have no liability whether in contract, tort including negligence, breach of statutory duty or howsoever arising for for losses arising from changes in the law or the interpretation thereof, practice, or public policy that are first published after the date on which the advice is given.
13 Internet communication
13.1 Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. However, internet communications are capable of data corruption and therefore we shall have no liability whether in contract, tort including negligence, breach of statutory duty or howsoever arising changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We shall have no liability whether in contract, tort including negligence, breach of statutory duty or howsoever arising for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
13.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
14 Data Protection
14.1 The Data Protection Act 2018 (“DPA 2018”) and the General Data Protection Regulation (“GDPR”) impose certain legal obligations in connection with the processing of personal data.
Jones Harris Limited is a data controller within the meaning of the GDPR and we process personal data. The firm’s contact details are as follows:
Jones Harris Limited
17 St Peter’s Place
Data Protection officer: Stewart Case
14.2 We may amend this privacy notice from time to time. If we do so, we will supply you with and/or otherwise make available to you a copy of the amended privacy notice.
Where we act as a data processor on behalf of a data controller (for example, when processing payroll), we provide an additional schedule setting out required information as part of that agreement. That additional schedule should be read in conjunction with this privacy notice.
The purposes for which we intend to process personal data
14.3 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 ICAEW.
- 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.
The legal bases for our intended processing of personal data
14.4 Our intended processing of personal data has the following legal bases:
- At the time you instructed us to act, you gave consent to our processing your personal data for the purposes listed above.
- The processing is necessary for the performance of our contract with you.
- The processing is necessary for compliance with legal obligations to which we are subject (e.g. MLR 2017).
- The processing is necessary for the purposes of the following legitimate interests which we pursue including:
- in the investigation and/or defence of potential complaints
- disciplinary proceedings
- legal proceedings.
It is a requirement of our contract with you that you provide us with the personal data that we request. If you do not provide the information that we request, we may not be able to provide professional services to you. If this is the case, we will not be able to commence acting or will need to cease to act.
Persons/organisations to whom we may give personal data
14.5 We may share your personal data with:
- any third parties with whom you require or permit us to correspond
- an alternate appointed by us in the event of incapacity or death
- tax insurance providers
- professional indemnity insurers
- our professional body ICAEW and/or the Office of Professional Body Anti-Money Laundering Supervisors (OPBAS) in relation to practice assurance and/or the requirements of MLR 2017 (or any similar legislation)
- The North West Business Support Centre Limited
If the law allows or requires us to do so, we may share your personal data with:
- the police and law enforcement agencies
- courts and tribunals
- the Information Commissioner’s Office (“ICO”)
We may need to share your personal data with the third parties identified above in order to comply with our legal obligations, including our legal obligations to you. If you ask us not to share your personal data with such third parties, we may need to cease to act.
Transfers of personal data outside the EEA
14.6 We may occasionally need to transfer personal data outside the EEA. When required we will act in accordance with Chapter V of the GDPR to ensure that we safeguard your data.
14.7 When acting as a data controller and in accordance with recognised good practice within the tax and accountancy sector we will retain all of our records relating to you as follows:
- where tax returns have been prepared it is our policy to retain information for 7 years from the end of the tax year to which the information relates.
- where ad hoc advisory work has been undertaken it is our policy to retain information for 7 years from the date the business relationship ceased.
- where we have an ongoing client relationship, data which is needed for more than one year’s tax compliance (e.g. capital gains base costs and claims and elections submitted to HMRC) is retained throughout the period of the relationship but will be deleted 7 years after the end of the business relationship unless you as our client ask us to retain it for a longer period.
Our contractual terms provide for the destruction of documents after 7 years and therefore agreement to the contractual terms is taken as agreement to the retention of records for this period, and to their destruction thereafter.
You are responsible for retaining information that we send to you (including details of capital gains base costs and claims and elections submitted) and this will be supplied in the form agreed between us. Documents and records relevant to your tax affairs are required by law to be retained by you 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.
Where we act as a data processor as defined in DPA 2018, we will delete or return all personal data to the data controller as agreed with the controller at the termination of the contract.
Requesting personal data we hold about you (subject access requests)
14.8 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 Stewart Case.
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:
- your date of birth
- previous or other name(s) you have used
- your previous addresses in the past five years
- 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
- 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 licence; 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 authorise 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.
Putting things right (the right to rectification)
14.9 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.
Deleting your records (the right to erasure)
14.10 In certain circumstances you have a right to have the personal data that we hold about you erased. Further information is available on the ICO website (www.ico.org.uk). If you would like your personal data to be erased, please inform us immediately and we will consider your request. 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.
The right to restrict processing and the right to object
14.11 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.
Obtaining and reusing personal data (the right to data portability)
14.12 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
14.13 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.
- 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)
14.14 We do not intend to use automated decision-making in relation to your personal data.
14.15 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 Stewart Case.
If you are not happy with our response, you have a right to lodge a complaint with the ICO (www.ico.org.uk).
15 Limitation of third party-rights
15.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1998 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.
15.2 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, unless we have expressly agreed in writing that a specified third party may rely on our work. We shall have no liability whether in contract, tort including negligence, breach of statutory duty or howsoever arising to third parties, including any group company to whom the engagement letter is not addressed, for any aspect of our professional services or work that is made available to them.
16 Client identification
16.1 As with other professional services firms, we are required to identify our clients for the purposes of 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 electronic databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
17 Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards
17.1 Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.
17.2 However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.
18 General Limitation of liability
18.1 We will use reasonable skill and care in the provision of our services. Notwithstanding anything to the contrary contained in our engagement or these terms of business, we shall not be construed as owing any greater duty than the use of reasonable skill and care in accordance with the normal standards of our profession. Our liability to you is limited to losses, damages, costs, and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we shall not be liable for whether in contract, tort including negligence, breach of statutory duty or howsoever arising 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. Further, we will not be liable to you whether in contract, tort including negligence, breach of statutory duty or howsoever arising for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control.
18.2 We shall not be liable whether in contract, tort including negligence, breach of statutory duty or howsoever arising, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. However, 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.
18.3 Save in respect of personal injury or death, you shall look only to us (and not to any of our personnel) for redress if you consider that there has been any breach of this engagement or these terms of business. You agree not to pursue any claims in contract, tort, or statute (including negligence) against any of our personnel as a result of us carrying out our obligations under or in connection with this engagement or these terms of business at any time and whether named expressly in the engagement or these terms of business or not. For the avoidance of doubt, “personnel” shall include, but not be limited to, our directors and officers.
18.4 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 shall not be liable whether in contract, tort including negligence, breach of statutory duty or howsoever arising to third parties for any aspect of our professional services or work that is made available to them. 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 we spend in defending it.
19 Intellectual property rights and use of our name
19.1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise. We shall not be liable for any use of the documents prepared by us by any party for any purpose other than that for which the same were prepared by or on behalf of us.
19.2 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.
20 Draft/interim work or oral advice
20.1 In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally.
21.1 If any provision of our engagement letter or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in any way. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter schedules will take precedence.
22 Internal disputes within a client
22.1 If we become aware of a dispute between the parties who own the business, or who are in some way involved in its ownership and management, 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 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 and take no further action until the board/partnership has agreed the action to be taken.
23 Retention of papers
23.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. 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, Limited Liability Partnerships, and other corporate entities:
- six years from the end of the accounting period
23.2 Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than several years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any documents for any longer period.
24 Advice not subject to legal privilege
24.1 We are obliged to make it clear to you that, in line with the decision of the Supreme Court in R (On the application of Prudential PLC and Another) (Appellants) the Special Commissioner of Income Tax and Another (Respondents) 2013 UK SC 1, any advice given to you on any matter, whilst confidential, is not protected by any form of legal or other privilege from disclosure. This applies even if the advice relates to matters of a legal nature. You should therefore be aware that, unlike most types of legal advice, any correspondence or communication between us could be the subject of an order for disclosure to certain third parties, including parties to litigation, statutory authorities or HMRC. “
25.1 If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
26 Probate-type services
26.1 The firm is not licensed or authorised by the ICAEW for non-contentious probate services.
27 Exempt Regulated Activities
27.1 This company is not authorised under the Financial Services and Markets Act 2000 but we are able in certain circumstances to offer a limited range of investment services to clients because we are members of the Institute of Chartered Accountants in England and Wales. We can provide these investment services if they are an incidental part of the professional services we have been engaged to provide.