Terms & Conditions.

The following terms of business apply to all engagements accepted by Ryans Business Advisors Limited (CRN: 05867784). All work is carried out under these terms except where changes are expressly agreed in writing.

 

1. Applicable law
   • Our engagement letter, the schedules of services and our standard terms and conditions of business are governed by, and should be construed in accordance with, the laws of England and Wales. Each party agrees that the courts of England and Wales will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it on any basis. 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.

 

• 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 light of any change in the law or in 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.

 

2. Client identification
   • As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

 

• We have a duty under the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that another person is 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.

 

• The offence of money laundering is defined in Part 7 of the Proceeds of Crime Act and includes concealing; disguising; converting; using; transferring; possessing; or removing the benefits of any activity that constitutes a criminal offence in the UK.

 

This definition is very wide and would include (but are not limited to) such crimes as:

 

• deliberate tax evasion;

 

• deliberate failure to inform the tax authorities of known underpayments or excessive repayments;

 

• fraudulent claiming of benefits or grants; or

 

• obtaining a contract through bribery.

 

• We are obliged, by a duty under the above law, to report any instances of money laundering to SOCA without your knowledge or consent. Subsequently, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

 

• 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 Consultative Committee of Accountancy Bodies.

 

• If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations, including if you accept or make a high value cash payments of £10,000 or more (or equivalent in any currency), in exchange for goods, you are under a duty to inform us.

 

• Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017), will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

 

3. Client money
   • We may, from time to time, hold money on your behalf. The 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 ICAEW’s Clients’ Money Regulations.

 

• To avoid excessive administration, interest will only be paid to you if the amount earned on the balances held on your behalf in any calendar year exceeds £25.00, subject to any tax legislation. Interest will be paid gross.

 

• We will return monies held on your behalf promptly, as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed, and the client to which they relate has remained untraced for five years, or we as a firm cease to practise, we may pay those monies to a registered charity.

 

4. Commissions or other benefits
   • In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you.

 

• If this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will be reduced by the amount of the commissions or benefits. You agree that we or our associates, can retain the commission or other benefits without being liable to account to you for any such amounts.

 

5. Confidentiality
   • Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.

 

• 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.

 

• 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 measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

 

• 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.

 

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

 

• If we use external or cloud based systems, we will use all reasonable endeavours to ensure confidentiality of your information is maintained.

 

• This clause applies in addition to our obligations on data protection in section 7.

 

• Where you are a business client, we reserve the right, for the purpose of promotional activity, training or for other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.

 

6. Conflicts of interest
   • We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client, 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. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.

 

• If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics. 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 above.

 

• 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.

 

7. Data Protection
   • In this clause the following definitions shall apply:

 

• ‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
• ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
• ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;

 

• ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and

 

• ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

 

• We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.

 

• You shall only disclose client personal data to us where:

 

• you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at ryans-uk.com for this purpose);

 

• you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and

 

• you have complied with the necessary requirements under the data protection legislation to enable you to do so.

 

• Should you require any further details regarding our treatment of personal data, please contact our data protection officer, Martin Smith.

 

• We shall only process the client personal data:

 

• in order to provide our services to you and perform any other obligations in accordance with our engagement with you;

 

• in order to comply with our legal or regulatory obligations; and

 

• where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at www.ryans-uk.com) contains further details as to how we may process client personal data.

 

• For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose 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). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.

 

• We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.

 

• We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.

 

• In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

 

• 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 our processing of their personal data;

 

• we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
• we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.

 

• Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.

 

• Timing of our services
  • Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for any period of time prior to receiving oral or written acceptance of our terms.

 

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

 

• Disengagement and termination
  • Should we resign or be requested to resign we will issue a disengagement letter to you to ensure that our respective responsibilities are clear. Should we have no contact with you for 12 months or more, we may issue the same to your last known address and cease to act with no further warning.

 

• Without affecting any other right or remedy available, either you or we may terminate our agreement by giving not less than 21 days’ written notice.

 

• Without affecting any other right or remedy available to it, we may terminate our agreement with immediate effect by giving written notice to you if:

 

• you commit a material breach of our agreement with you, including of these terms, and (if such a breach is remediable) you fail to remedy that breach within 14 days of us notifying you in writing to do so;

 

• you become bankrupt or enter into an arrangement with your creditors, or (if a company) take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), apply to court for or obtain a moratorium under Part A1 of the Insolvency Act 1986, are wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), or have a receiver appointed to any of your assets or cease to carry on business;

 

• you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business; and

 

• your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under our agreement with you has been placed in jeopardy;

 

• you fail to pay any amount due to us within 7 days of the due date for payment; or

 

• we have reason to believe that you have provided us or HMRC with misleading information

 

• In the event of termination, we will use reasonable endeavours 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 will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

 

• On termination, you must immediately pay all of our outstanding unpaid invoices and, in respect of services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable immediately on receipt.

 

• Fees and payment terms
  • Our fees may depend, not only upon the time spent on your affairs, but also on the level of skill and responsibility and the importance and value of the advice we provide, as well as the level of risk.

 

• If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that will be the case. Otherwise, our fees will be calculated on the basis of 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. We will advise you of our hourly charge out rates in our engagement letter and on our website. We usually review our hourly charge out rates annually.

 

• If requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If we have agreed an ongoing fixed fee for specific services, this will be increased on an annual basis via a firm wide specified percentage, broadly in line with the general rate of inflation at that time. 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.

 

• 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 you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

 

• Our invoices will be due for payment within 30 days of issue. 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.

 

• Unless otherwise agreed to the contrary, our fees do not include the costs of any third party services, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges will be payable by you.

 

• It is our normal practice to request that clients make arrangements to pay our fees via monthly direct debit. These direct debits will be applied to fees arising from work agreed in for the current and ensuing years.

 

• We will provide a direct debit mandate which must be completed where indicated and returned to us as soon as possible.  Invoices will be sent to you for your records which will advise you of the date when the direct debit will be expected to leave your bank account.

 

• Where we have agreed to monthly fixed fees, these are set at a level to reflect resources secured and costs incurred by us to provide services to you over the duration of our agreement. Notwithstanding the termination of our agreement, and without affecting any other right or remedy either of us may have, any such monthly fees paid prior to termination will not be refunded.

 

• 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.

 

• We reserve the right to charge interest on late paid invoices at the current rate 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, having given written notice, if payment of our fees is not made within 7 days of its due date for payment.

 

• 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.

 

• LIMITATION OF LIABILITY: Your ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
  • References to liability in this Clause 11 includes every kind of liability arising under or in connection with our agreement with you or the provision of services by us to you, including any liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

 

• Nothing in this clause limits any liability which cannot legally be limited, including liability for:

 

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

 

 

• Where you are a business or acting in the course of a business, then, except in respect of the losses described above in clause 11.2:

 

• we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for the following types of losses:

 

• losses not reasonably foreseeable at the point you engaged us to provide the services;
• losses caused by an event outside our reasonable control;
• losses you could have avoided by taking reasonable action;
• loss of profits;
• loss of sales or business;
• loss of anticipated savings;
• loss of use or corruption of software, data or information;
• loss of or damage to goodwill; and
• all indirect or consequential loss.

 

• our total liability to you of whatever nature whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss whatsoever and howsoever caused by or arising from any technologies delivered by, or services provided by, external providers of software, cloud-based solutions or external hosting or data centre services, shall be limited to £50,000.

 

• our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the lesser of £1,000,000 (one million pounds) and 10 (ten) times the total fees payable by you to us under our agreement in the current financial year.

 

• Where you are an individual not acting in the course of a business, then we shall not be liable to you for the following types of losses:

 

• losses not reasonably foreseeable at the point you engaged us to provide the services;
• losses caused by an event outside our reasonable control;
• losses you could have avoided by taking reasonable action; and
• losses you suffer in connection with any trade, business or profession.

 

• We will not be liable for any losses arising from information, records or documentation not being provided to us on a timely basis or due to the provision of false, misleading or incomplete information, records or documentation or due to the acts or omissions of any person(s) other than us.

 

• Unless there is a legal or regulatory requirement to do so, our work is not 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.

 

• By instructing us, you agree that you will not bring any claim in connection with the services we provide to you against any of our partners or employees personally.

 

 

• Force majeure

We shall not be in breach of our agreement with you nor liable for any delay in performing, or a failure to perform, any of our obligations under our agreement with you, if such delay or failure results from events, circumstances or causes beyond our reasonable control.

 

• Help us to give you the best service
  • We are committed to providing you with a high-quality service that is both efficient and effective. If, at any point 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 Martin Smith on 01204 523263 or smith@ryans-uk.com.
  • We will look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction we will acknowledge your letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.

 

• Electronic and other communication
  • Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties by email or other electronic means. The recipient is responsible for virus checking emails and any attachments.

 

• With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or for communications which 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 bear in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by paper mail, other than when electronic submission is mandatory.

 

• Any communication by us with you sent through the postal or DX system (or similar) is deemed to arrive at your postal address two working days after the day the document was sent.

 

• We do not accept service of proceedings, or documents in any legal action, via email.

 

• third party SOFTWARE serviceS
  • In providing our services to you we may use software, platforms and other services provided by third party software providers (“Third Party Software Services”) which may include cloud based solutions and external hosting. These Third Party Software Services will be provided under the terms and conditions issued by the relevant service providers. You consent for us to use such Third Party Software Services under their standard terms and conditions (as may be updated from time to time), and to transfer data as required with these providers.

 

• Any use by you of the Third Party Software Services will be subject to the standard terms and conditions imposed by the relevant provider. You agree to indemnify and defend us from and against all claims, damages, losses, liabilities, reasonable costs (including payments to any third party under an indemnity) and reasonable legal fees which we may incur arising from or in connection with your failure to comply with these standard terms and conditions, whether due to negligence or otherwise.

 

• Intellectual property rights and use of our name
  • 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.
  • You are not permitted to use our name in any statement or document 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.

 

• Investment advice (including insurance mediation services)
  • Investment business is regulated by the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not. However, as we are licensed by ICAEW, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.
  • Such advice may include:
• advising you on investments generally, but not recommending a particular investment or type of investment;
• refer you to a Permitted Third Party (PTP) (an independent 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 Act 2012;
• 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 trustees (or done of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

 

• We may also, on the understanding that the shares or other securities of the 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.

 

• 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 in respect of exempt regulated activities undertaken. Further information about the scheme and the circumstances in which grants may be made is available on ICAEW’s website: icaew.com/cacs

 

• In relation to the conduct of insurance distribution activities, we are an ancillary insurance intermediary. We are not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance distribution activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by ICAEW. The register can be accessed from the Financial Conduct Authority’s website at fca.org.uk/register.

 

• Professional rules and statutory obligations

We will observe and act in accordance with the by-laws, regulations and Code of Ethics of ICAEW and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC if we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements in our offices. The requirements are also available online at icaew.com/en/membership/regulations-standards-and-guidance.

 

• Quality control
  • As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and staff.

 

• 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 visit www.gov.uk/government/publications/your-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

 

• Reliance on advice

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

 

• Retention of papers

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.

 

• 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 seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.

 

• The Provision of Services Regulations 2009

In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of our professional indemnity insurer can be found on the Services Directive page of our website. 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.

 

• Lien

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.

 

• VARIATION

Any variation of these terms must be specifically agreed in writing by us.

 

• Severance

If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

• pre contractual and Verbal statements

You acknowledge that you are not relying on, and shall have no remedies in respect of, any statement, representation, or assurance (whether made innocently or negligently) that has not been confirmed in writing by us to you either in our engagement letter or as part of our engagement.

 

• Limitation of third party rights

The advice and information we provide to you as part of our service is for your sole use, and not for any third party to whom you may communicate it, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. These terms do not give rise to, or confer any rights under, the Contracts (Rights of Third Parties) Act 1999.