Standard Terms of Business

Veritas Accounting & Tax Solutions Limited

Standard Terms and Conditions of Business - November 2024

The following Standard Terms of Business apply to all engagements accepted by Veritas Accounting & Tax Solutions Limited. All work carried out is in accordance with our issued Engagement Letter and subject to these terms, except where changes are expressly agreed in writing.

  1. Applicable law

1.1 Our Engagement Letter, the Schedules of Service and our Standard Terms and Conditions of Business are governed by and should be construed in accordance with English law. Each party agrees that the courts of England 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.

1.2 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.

  1. Client identification

2.1 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.

2.2 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 payment of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.

2.3 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.

  1. Clients’ money

3.1 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.

3.2 To avoid excessive administration, interest earned on client monies will only be paid to you if the amount earned on the balances held on your behalf in any calendar year exceeds £50.00. Any such interest would be calculated using the prevailing rate associated with our client account for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

3.3 If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, 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.

3.4 We will promptly return monies held on your behalf 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.

  1. Commissions or other benefits

4.1 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.

4.2 If this happens, we will notify you in writing at the outset of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply if the payment is made to, or the transactions are arranged by one of our associates. The fees you would otherwise pay may, in certain circumstances, 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. If we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission.

4.3 For example, if we introduce you to a mortgage broker, we may receive a commission based on a percentage of the value of the mortgage arranged, dependent on the success of the overall transaction. As another example, if we introduce you to a financial adviser to assist with your investment planning, we may receive a commission from the adviser based on the services or products they provide to you. In both scenarios, the commission is typically paid directly to us by the broker/adviser and does not result in any additional cost to you. Please note that these are examples only and may not cover all receipts in the future.

4.4 If in the future, abnormally large commissions (for example more than double the typical commission for similar introductions) are received which were not envisaged when the Engagement Letter was signed, we will obtain specific consent to the retention of those commissions.

  1. Confidentiality

5.1 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.

5.2 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.

5.3 In addition, if we act for other clients whose interests are or may be averse 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.

5.4 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.

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

5.6 We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by confidentiality terms equivalent to an employee.

5.7 If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.

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

  1. Conflicts of interest

6.1 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 this arises, we will inform you promptly.

6.2 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.

  1. Data Protection

7.1 In this clause 7, 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 UK GDPR and any other 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;
  • ‘UK GDPR’ means the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020; and
  • ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020.

7.2 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.

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

  • a) 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 on our website at www.veritas-ats.co.uk for this purpose);
  • b) 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
  • c) you have complied with the necessary requirements under the data protection legislation to enable you to do so.

7.4 Should you require any further details regarding our treatment of personal data, please contact our Data Protection Point of Contact Mr Liam O’Riordan.

7.5 We shall only process the client personal data:

  • a) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
  • b) in order to comply with our legal or regulatory obligations; and
  • c) 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 on our website at www.veritas-ats.co.uk) contains further details as to how we may process client personal data.

7.6 For the purpose of providing our services to you, we may disclose the client personal data to 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 United Kingdom. We will only disclose client personal data to a third party (including a third party outside of the UK) provided that the transfer is undertaken in compliance with the data protection legislation.

7.7 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.

7.8 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.

7.9 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:

  • a) we receive a request, from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or a complaint or any adverse correspondence in respect of our processing of their personal data;
  • b) 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 the Information Commissioner’s Office or any other supervisory authority; or
  • c) 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.

7.10 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.

Additional Data Manipulation

7.11 In addition, in respect of certain aspects of this engagement, we both acknowledge that for the purposes of the data protection legislation, you are the Data Controller and we are also a Data Controller.

7.12 This relates to our access, processing, amendment, transfer, use and subsequent manipulation of your data including that contained on proprietary software and cloud-based packages used for financial records and other administration purposes, such as Xero or Quickbooks, for the purposes of commencement of providing further professional services as outlined in our engagement letter such as, but not limited to, bookkeeping and adjustments, VAT Returns, and preparation of Management and Statutory Accounts. Such cloud packages being subscribed for either directly by yourselves or via ourselves as your agent.

7.13 In respect of these additional services, where involving client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:

  • a) process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;
  • b) disclose and transfer the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;
  • c) disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;

Additional Data Processing

7.14 In addition, in respect of certain aspects of this engagement, we both acknowledge that for the purposes of the data protection legislation, you are the data controller, and we are also a Data Controller and at times also a Data Processor.

7.15 This relates to our access, processing, amendment, transfer, use and subsequent manipulation of your data including that contained on proprietary software and cloud-based packages used for financial records and other administration purposes, such as Xero or Quickbooks, for the purposes of providing base services such as invoice processing, data capture, bookkeeping and payroll as well as for the supply of further professional services as outlined in our engagement letter such as, but not limited to, bookkeeping and adjustments, VAT Returns, and preparation of Management and Statutory Accounts.

7.16 In respect of specific base Data Processing functions, the additional client personal data, unless otherwise required by applicable laws or other regulatory requirements, shall be used by us to:

  • a) process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;
  • b) disclose and transfer the client personal data to members of our firm’s network, our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;
  • c) disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;
  • d) maintain written records of our processing activities performed on your behalf which shall include:
    • i) the categories of processing activities performed;
    • ii) details of any cross-border data transfers outside of the UK; and
    • iii) a general description of security measures implemented in respect of the client personal data;
  • e) maintain commercially reasonable and appropriate security measures, including administrative, physical, and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data;
  • f) return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;
  • g) ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;
  • h) notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause 7;
  • i) where we transfer the client personal data to a country or territory outside the UK to do so in accordance with data protection legislation;
  • j) notify you promptly if:
    • - we receive a request, complaint, or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of the client personal data; or
    • - we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Office);
  • k) notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data;
  • l) at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of a personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer, or other communication systems, for the purposes of reviewing our compliance with the data protection laws.

7.17 Without prejudice to the generality of clause 7.2, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.

7.18 Should you require any further details regarding our treatment of this additional personal data, please again contact our data protection contact, Mr Liam O’Riordan.

  1. Engagement Period and Disengagement

8.1 Unless otherwise agreed in the engagement covering letter, our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.

8.2 Each of us may terminate this agreement by giving not less than 31 days’ notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

8.3 In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

8.4 If we resign, or are asked to resign, we will normally issue a disengagement Letter to ensure that our respective responsibilities are clear.

8.5 If we have no contact with you for a period of 60 days or more, we may issue to your last known address a disengagement Letter and thereafter cease to act.

  1. Electronic Communication and Data Transfer, Methods and Media

9.1 Unless you instruct us otherwise, we will primarily communicate with you and with third parties by email or other electronic means. The recipient is responsible for virus checking emails and any attachments.

9.2 If you require physical copies of any documents, reports, or accounts, this can be arranged. An additional fee will be applied to cover the costs of printing, postage, and handling. These fees will be outlined in our disbursements and invoiced accordingly.

9.3 Internet communications including emails are capable of data corruption and interception by third parties, especially if unencrypted, 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 email 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/emails, and all risks connected with sending and/or receiving commercially sensitive information relating to your office/your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that internet/email is not an acceptable means of communication. We will then communicate by paper mail, other than where electronic submission is mandatory.

9.4 Transfer of information/data to or from our offices or held in our offices on a client’s unencrypted data storage device is potentially not secure upon loss of such a device or digital storage media of any type. We do not accept responsibility for any loss of such unencrypted data and all risks relating to such unencrypted personal data or commercially sensitive information relating to your affairs/your business are borne by yourself if made available by you to us.

9.5 Electronic communications, including but not limited to telephone calls, facsimile, portal, and email messages, may be intercepted, monitored, recorded, and stored in accordance with the Regulation of Investigatory Powers Act 2000, the Telecommunication (Lawful Business Practices) (Interception of Communications) Regulations 2000, and the Data Protection Legislation for the purposes of quality assurance, system security, detection and prevention of crime, and for other operational reasons.

9.6 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 that are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These are risks you must 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.

9.7 Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day the document was sent.

  1. Fees and payment terms

10.1. For Core Services, our fees are charged on a fixed fee basis as outlined in our engagement terms. For any additional work outside the agreed scope, fees are calculated based on time spent. All fees, whether fixed or otherwise, are calculated by reference to the levels of skill and responsibility involved, and on the importance and value of the advice that we provide, as well as the level of risk. Core Services include the preparation of annual accounts, tax returns, VAT returns, and bookkeeping as outlined in our engagement letter. These services are provided under a fixed fee arrangement unless otherwise specified.

10.2. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs and will be added to our fee notes where appropriate. Disbursements and expenses are not included in the fixed fee but will be agreed upon and invoiced separately where applicable.

10.3. Unless otherwise agreed our fees will be charged separately for each of the main classes of work described above. You will be billed at appropriate intervals during the course of the year. For fixed fee services, our default billing frequency will be on a monthly basis, in agreement with the terms set out in our Engagement Letter. Payment of fees will be due within 14 days of the date of the payment request. 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.

10.4. For annual services such as accounts preparation and tax returns, the agreed fee is allocated across 12 equal monthly payments for convenience. This allocation does not reflect the timing or value of work performed each month, as some tasks may require more effort at specific times of the year.

10.5. If the engagement is terminated before the end of the engagement period, we will calculate the fees due for services provided up to the termination date. This includes the remaining balance of the fee for any completed work, less payments already made. A final invoice will be raised to reconcile any outstanding amounts, which will be payable within 14 days of the date of the payment request.

10.6. If you do not accept that a rendered fee is fair and reasonable you must notify us within 21 days of receipt.

10.7. 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.

10.8. For services outside of a fixed fee agreement, our hourly charge-out rates from November 2024 are as follows:-

  • Principals & Consultants: £180
  • Managers: £75 - £140
  • Seniors: £45 - £60
  • Juniors: £20 - £40

10.9. These typical charge-out rates applicable (excluding VAT) may be amended from time to time in the future; we will be pleased to supply details of current rates upon request. Current rates can also be found on our website www.veritas-ats.co.uk.

10.10. For Core Services, fixed fees will be agreed in advance and will not change during the engagement period unless there is a significant change in the scope of work, which will be discussed and agreed upon before proceeding. If requested, we may provide an indicative range of fees for a particular ad-hoc 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 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.

10.11. 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.

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

10.13. If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional time spent on your affairs and will therefore involve higher fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc. are completed promptly to the agreed stage.

10.14. Apart from the principal service assignments outlined in our main Schedules of Services, other specific services may constitute a separate assignment and where appropriate, may be subject to a separate Engagement Letter at our option. Where appropriate we will discuss an additional fee for such work that is commissioned by you but in the absence of an agreed additional specific figure, such work will be carried out in accordance with our standard time charge-out basis – see above, especially sections 10.1 - 10.7 and 10.13.

10.15. Fees rendered for work done are payable in full (including disbursements) irrespective of whether any report is signed, or accounts are made available, unless otherwise agreed in writing.

10.16. Our firm strives to be environmentally conscious by minimising the use of paper and embracing digital solutions. As part of this commitment, we encourage all clients to receive communications and documents electronically, which will be the default unless otherwise requested. Should you require physical copies, a fee will be applied to cover the costs of printing and postage, as detailed below:

  • Printing:
    • Mono: 5p per page
    • Colour: 15p per page
  • Postage: Based on standard postage rates, plus an administration fee of £5 - £10 depending on package size and complexity.

10.17. For services billed under a fixed fee arrangement, fees are typically paid via monthly direct debit. The agreed fee will cover all services outlined in the engagement letter, and adjustments will only occur if the scope changes. For ad-hoc engagements, there are a variety of ways in which you may pay your fees; this can be done by Cheque or Cash, Electronic bank transfer or Credit Card. It is our normal practice to ask clients to pay by monthly direct debit and periodically to adjust the monthly payment by reference to actual billings. Where additional works are completed outside of the Schedules of Services included with our Engagement Letter, a separate invoice will be raised and will be subject to our usual payment terms of 14 days from the date of the invoice.

10.18. We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so. At the date of this letter, it is our policy to charge interest on all accounts that are more than sixty days in arrears at the end of the calendar month, the charge being calculated from 30 days after the date of the fee note and added monthly to the monthly Statement. We may charge an interim lower rate of interest on Statements at our discretion but where fees remain outstanding in full or in part, we retain the right again at our discretion to revert to the full statutory interest rate from the date the fee originally became overdue for payment. We reserve the right to change this policy at any time.

10.19. 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.

  1. Help us to give you the best service

11.1. 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 your contact Principal.

11.2. We will consider carefully any complaint you may make about our service as soon as we receive it and do all we can to explain the position to you. We will acknowledge your letter as soon as is practicably possible and endeavour to deal with your complaint within eight weeks. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW.

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

  • your insolvency, bankruptcy or other arrangement being reached with creditors;
  • failure to pay our fees by the due dates;
  • either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

11.4. In addition, this agreement may be terminated for any reason if 31 days’ notice is given.

  1. Intellectual property rights and use of our name

12.1. 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.

12.2. 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.

  1. Interpretation

13.1. If any provision of our Engagement Letter or Terms of Business is held to be void, that provision will be deemed not to form part of this contract. 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.

  1. Internal disputes within a client

14.1. 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, otherwise the primary business trading address, for the attention of management. If conflicting advice, information or instructions are received from different individuals responsible for managing the business, we will refer the matter back to the board of directors/business management as a whole and take no further action until the collective management has agreed the action to be taken.

  1. Investment advice (including insurance distribution services)

15.1. 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 or licensed by a Designated Professional Body, as we are not.

15.2. 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: www.icaew.com/cacs

15.3. 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 www.fca.org.uk/register.

  1. Lien

16.1. 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.

  1. Limitation of third-party rights

17.1. The advice and information we provide to you as part of our service is for your sole use, and not for any third party to whom you may communicate it, unless we have expressly agreed in the Engagement Letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the Engagement Letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms, and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

  1. Professional rules and statutory obligations

18.1. We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW including Professional Conduct in Relation to Taxation 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.

18.2. Where you give us confidential information, we shall at all times keep it confidential, except as required by law, our insurers, or as provided for in regulatory, ethical, or other professional pronouncements applicable to this engagement.

18.3. We reserve the right to act during this engagement for other clients whose interests may not be the same as or are averse to yours. We will notify you promptly should we become aware of any conflict of interest to which we are subject in relation to you.

18.4. We will endeavour to record all advice on important matters in writing.

  1. Quality control

19.1. 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.

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

  1. Reliance on advice

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

  1. Retention of records

21.1. 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:
    • a) with trading or rental income: five years and 10 months after the end of the tax year;
    • b) otherwise: 22 months after the end of the tax year.
  • Companies, Limited Liability Partnerships, and other corporate entities:
    • c) six years from the end of the accounting period.

21.2. 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 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.

  1. The Provision of Services Regulations 2009

22.1. In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found by enquiry at our offices together other service-related administration details listed there.

  1. Timing of our services

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

  1. Money laundering

24.1. As with other professional services firms, we are required by the Proceeds of Crime Act 2002, Criminal Finances Act 2017 and the Money Laundering Act, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 and amendment regulations 2019 to:

  • Maintain identification procedures for all new and existing clients;
  • Maintain records of identification evidence obtained;
  • Make searches of appropriate databases; and
  • Report in accordance with the relevant legislation and regulations.

24.2. We have a duty under s. 330 of 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 you, or anyone connected with 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.

24.3. The offence of money laundering is defined by s. 340(11) of the Proceeds of Crime Act 2002 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. This definition is very wide and would include amongst others 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.

24.4. We are obliged by law to report any instances of money laundering to SOCA 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 2002 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.

24.5. 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 and Money Laundering Acts in accordance with the guidance published by ICAEW.

  1. Registered office

25.1. If we have agreed to act as your Registered Office, we will endeavour to communicate matters received by us in a timely fashion to you. This may be by postal service or otherwise and we cannot accept responsibility for failure to deliver or consequences arising from non-receipt.

25.2. In the event that we are unable to contact you, or you cease to be a client of our firm, we reserve the right at our sole discretion to change the Registered Office address to your last known correspondence or physical location address.

  1. Limitation of liability

26.1. We will provide our professional services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, we will not be held responsible for any losses, damages, costs, penalties, surcharges, interest, additional tax liabilities or expenses 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.

26.2. Many clients have a specific Limitation of Liability or financial cap for compensation claims against the firm in respect of losses, damages, costs and expenses caused by our negligence or wilful default. Where this cap is operative, details are included within the body of the main engagement letter.

26.3. Where a financial cap applies, it is the maximum amount in the event of any one claim arising. However, if the relevant events or circumstances of each claim are connected, or for instance a similar matter was repeated say 3 times in a period, then they would be viewed by us as associated errors and be treated as a linked ‘single claim’.

26.4. You will not hold us, our principals, associates, directors and staff responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misinterpretation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement.

26.5. You have agreed that you will not bring any claim in connection with services we provide to you against any of our individual principals, associates, directors, or employees personally.

  1. Tax arrangements

27.1. Whilst it is often fair and reasonable to arrange your personal and financial affairs so as to achieve potential modest tax liabilities, HMRC have a range of powers to ensure such UK tax planning falls within legislated approved boundaries, even though these boundaries may sometimes be not too clearly defined or matters of differing interpretation and eventual mediation.

27.2. Tax schemes, including packaged products, may be acceptable in some circumstances but you will still need to provide us with the Disclosure of Tax Avoidance Schemes (DOTAS) details and official DOTAS scheme number as full disclosure is required on your annual Self-Assessment Tax Return. Other financial arrangements, often not carried out primarily for tax mitigation, may be challenged for tax reasons under General Anti Abuse Regulation (GAAR) if it is thought by HMRC that they do provide a tax advantage and also need to be disclosed on your annual Tax Return at the time they are arranged.

27.3. We will provide general guidance upon request on any such plans or arrangements or their aftereffects, but this is a fluid area with tax legislation and case law is ever developing so it is important that you contact us to establish current practice before finally entering any arrangement or scheme.

27.4. Some topics may be affected retrospectively or retroactively by such ongoing developments, and we accept no liability for such changes and any effect they have to you or others; if this is feasible you should bear in mind the potential adverse consequences before entering any arrangement.

27.5. We do not give definitive advice regarding Stamp Duty or Stamp Duty Land Tax and associated matters. Independent advice should always be sought on these Government levies in all cases from those suitably qualified such as a solicitor.

27.6. We do not give definitive advice regarding Tax credit and other welfare benefits and/or charges and application to the relevant Government department regarding entitlement is recommended.

  1. Tax services - geographical restrictions

28.1. Tax services and/or advice provided relates only to taxation matters covered by UK Tax Return and UK Inheritance Tax of persons completing such UK Tax Returns plus UK domiciled persons, irrespective of where their assets are located in the world. Person refers to any individual, partnership, corporate body, Trust or other entity.

28.2. Persons with assets located outside UK or beneficially entitled to income/gains/wealth created arising from such assets and also those domiciled, or previously resident, outside the UK may need to additionally complete Tax Returns for other national authorities; such persons should seek specialist advice from Agents and others providing appropriate taxation services relating to the relevant jurisdictions outside the UK.

28.3. Under FATCA legislation some Trust investment assets, whether located within or outside UK, may need to be registered with/notified to tax authorities both within and outside the UK; such Trusts should seek specialist advice from their investment managers and also from others providing appropriate taxation services relating to the relevant jurisdictions outside the UK.

  1. Changes to arrangements

29.1. We will write to you periodically to update and refresh our contractual arrangements for the nature and scope of our Engagement with you and will include a copy of our current Standard Terms and Conditions. We reserve the right to amend these Standard Terms and Conditions which may be updated in detail in the meanwhile from time to time to comply with legislative and other practice changes; the current issue will be found on our website at www.veritas-ats.co.uk.