Standard Terms of Business
The following Standard Terms of Business apply to all engagements accepted by Jamesons Limited. All work carried out is subject to these terms except where changes are expressly agreed in writing.
1 Professional obligations
1.1 We will observe the byelaws, regulations and ethical guidelines of the Institute of Chartered Accountants in England & Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines. Copies of these requirements are available for inspection in our offices.
1.2 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 pronouncements.
1.3 We reserve the right to act for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.
2 Investment services
2.1 Although we are not authorised by the Financial Conduct Authority (FCA) to conduct investment business, we are licensed by The Institute of Chartered Accountants in England & Wales to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.
2.2 In particular, we may:
- advise you on investments generally, but not recommend a particular investment or type of investment;
- refer you to a Permitted Third Party (PTP) (an independent or whole of market firm authorised by the FCA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000;
- advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
- advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
- assist you in making arrangements for transactions in investments in certain circumstances; and
- manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.
2.3 We may also, on the understanding that the shares or other securities of a company are not publicly traded:
- advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations;
- arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
- arrange for the issue of new shares; and
- act as the addressee to receive confirmation of acceptance of offer documents etc.
2.4 The firm may receive commission from any introduction to a PTP in connection with the above, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction. Such commission will be held until we receive instructions from you as to how it should be treated.
2.5 If you are dissatisfied in any way about our services described in this section, you should follow the procedures set out in the ‘Help us to give you the right service’ section of this letter and, in the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants Compensation Scheme.
3 Commissions or other benefits
3.1 Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts.
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 Clients’ Money Regulations of The Institute of Chartered Accountants in England & Wales.
4.2 The client bank account is a non interest bearing account.
5.1 Our fees are computed on the basis of time spent on your affairs, the levels of skill and responsibility involved, and the urgency of the task.
5.2 Our rates are reviewed regularly to ensure that they remain competitive and current rates are available on request.
5.3 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order.
5.4 Our terms relating to payment of amounts invoiced are strictly 14 days net. Where a standing order arrangement is in place then any balance of fees due should be settled within 30 days.
5.5 We may charge you interest on unpaid invoices at 8% per year, which is currently the county court judgment rate of interest, from one month after the delivery of our invoice. Interest will be charged on a daily basis.
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 all original documents to you following the preparation and audit of your financial statements and tax returns. You should retain these records for at least seven years from the end of the accounting or tax year to which they relate.
6.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.
7 Quality control
7.1 As part of our on-going commitment to providing a quality service, our files may be subject to an independent 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.
8 Help us to give you the right service
8.1 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 telephoning a director of the firm.
8.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with The Institute of Chartered Accountants in England & Wales.
9 Applicable law
9.1 These Standard Terms of Business and all engagements are governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning these terms or any engagement and any matter arising from them. 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 an inappropriate forum, or to claim that those courts do not have jurisdiction.
10 Internet communication
10.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for 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 do not accept responsibility 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 or your personal affairs 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.
10.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
11 Data Protection
11.1 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.
11.2 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.
11.3 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.
11.4 Our privacy notice, which can be found on our website explains how we process personal data in respect of the various services that we provide.
12 Contracts (Rights of Third Parties) Act 1999
12.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 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.
12.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
13 Money laundering
13.1 We have a duty under s. 330 of the Proceeds of Crime Act 2002 to report to the National Criminal Agency (NCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with you or your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
13.2 The offence of money laundering is defined by s. 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.
13.3 We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under s. 333 of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firms' principals nor staff may enter into any correspondence or discussions with you regarding such matters.
13.4 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by The Institute of Chartered Accountants in England & Wales.
14 Limitation of liability
14.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
14.2 You agree to hold harmless and indemnify us against any misrepresentation, whether 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 provided to you by the firm against any of our employees on a personal basis.
15 Provision of services regulations
15.1 In accordance with the disclosure requirements of the Provision of Services
Regulations 2009, our professional indemnity insurer is DTW1991 Syndicate at
Lloyds, of 130 Fenchurch Street, London, EC3M 5DJ. The territorial coverage is
worldwide excluding professional business carried out from an office in the United
States of America or Canada and excludes any action for a claim brought in any
court in the United States of America or Canada. We are regulated by the Insitute
of Chartered Accountants in England & Wales and our code of ethics can be found
16 Third Party Service Providers
16.1 We may pass your information to our third party service providers, agents, subcontractors and other associated organisations for the purposes of completing tasks and providing services to you on our behalf, for example to process payroll or basic bookkeeping. However, when we use third party service providers, we disclose only the personal information that is necessary to deliver the service and we have a contract in place that requires them to keep your information secure and not to use it for their own purposes.
16.2 Please be assured that we will not release your information to third parties unless you have requested that we do so, or we are required to do so by law, for example, by a court order or for the purposes of prevention and detection of crime, fraud or corruption.
Dated: 2 May 2018