Terms of Business
The following terms of business apply to all engagements accepted by Fortune Hart Ltd, Chartered Accountants. All work is carried out under these terms except where changes are expressly agreed in writing.
1. Professional rules and practice guidelines
1.1 We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC where 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 on the internet at www.icaew.com/membershandbook.
2. Investment advice
2.1 If during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority, as we are not.
3. Commissions or other benefits
3.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. The fees you would otherwise pay as described below will not be reduced by such amounts. 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.
4. Clients’ money regulations
4.1 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 the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
4.2 All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £25.00. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
5. Retention of records
5.1 During our work we will collect information from you and others acting on your behalf and will return any original documents to you following preparation of your financial statements and tax return. You should retain them for 6 years from the 31 January following the end of the accounting year. You should retain them for longer if HM Revenue & Customs enquire into your tax return.
5.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers 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.
6. Conflicts of interest and independence
6.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to 7 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you.
7.1 We confirm that where you give us confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.
7.2 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be suitably qualified, experienced and bound by our client confidentiality terms.
7.3 We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
8. Data Protection
8.1 For engagement of an individual person only 8.2 and 8.5 below shall apply.
8.2 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).
8.2 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.
8.3 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 at www.fortunehart.co.uk/privacy 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.
8.4 Should you require any further details regarding our treatment of personal data, please contact our Data Protection Officer.
8.5 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 at www.fortunehart.co.uk/privacy) contains further details as to how we may process client personal data.
8.6 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.
8.7 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.
8.8 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, 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;
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 a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); 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.
8.9 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.
9. Proceeds of Crime Act 2002 and Money Laundering Regulations 2007
9.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:
- have due diligence procedures for the identification of all clients;
- maintain appropriate records of evidence to support customer due diligence;
- report in accordance with the relevant legislation and regulations.
10. Quality control
10.1 As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff.
11. Help us give you the best service
11.1 We wish to provide a high quality of service at all times. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving please let us know by contacting Lisa Fortune at firstname.lastname@example.org.
11.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Institute.
12. Contracts (Rights of Third Parties) Act 1999
12.1 Only someone who is a party to this agreement has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right or remedy that exists independently of the Act.
12.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
13.1 Our fees are set out in the terms of engagement and will be addressed and payable by the party acknowledging, understanding and accepting these Terms and Conditions.
13.2 Where a firm price has not been agreed in advance, our fees are calculated on the basis of the time spent on your affairs by the principals and staff and on the levels of skill or responsibility involved. Our fees will be billed as agreed with the client, together with outlays and VAT. Our invoices will be due for payment when issued.
13.3 If we need to do work outside the responsibilities outlined in our engagement letter, we will advise you in advance. Working outside the responsibilities in our engagement letter will involve additional fees.
13.4 We encourage our clients to spread our annual fees by entering into a monthly service plan payable by monthly standing order. This will be applicable for work performed under our engagement letter for the current year and will be reviewed for ensuing years. Where a monthly standing order is not in place, we will invoice: 30% on commencement; 50% to draft stage; 20% on completion.
13.5 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.
13.6 Payment is preferred by electronic transfer to our bank account. When cash payment is made to us in person or directly into our bank account at a local branch, a cash handling fee of 2.5% will be charged.
13.7 If a limited liability company client (“Client Company”) or otherwise is unwilling or unable to settle our fees in accordance with these Terms and Conditions, we reserve the right to seek payment from any individual, who has been providing Fortune Hart with instructions to act on behalf of the Client Company. This right extends to and includes all directors of the Client Company in default and any parent, or group, or associated company of that director.
13.8 In accepting these terms, you hereby agree that we are entitled to enforce payment of any unpaid sums from individuals nominated by you and referred to by Condition 13.7. It is your sole responsibility to ensure all such persons are made aware of this potential liability.
13.9 We may review our fees from time to time. However, we will not increase our fees within the first twelve months of an engagement or within 12 months of our agreement of a fixed price; notwithstanding any agreed increase in work scope.
14. Applicable law
14.1 Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from or under 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 inconvenient forum, or to claim that those courts do not have jurisdiction.
15. Limit of Liability
15.1 We will provide our 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.
15.2 We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information.
15.3 We will not be liable to you for any delay or failure to perform our obligations under the engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
15.4 We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
15.5 You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
15.6 You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our employees on a personal basis.
15.7 Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, its partners, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.
16. The Provision of Services Regulations 2009
16.1 Our professional indemnity insurer is Royal & Sun Alliance plc (No. 93792) registered in England & Wales at St Marks Court, Chart Way, Horsham, West Sussex, RH12 1XL. 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 or Canada.
17.1 Insofar as we are permitted to so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
18. Registered Office
18.1 Our office address will be used for provision of Registered Office services. Should we need to change our office address in the future, we undertake to amend your Companies House registration details without charge to you. We shall not liable for any other costs wherever they may arise.
19. Refunds & Cancellation Policy
19.1 The services we offer are generally provided on the basis of a continuous supply of accountancy and taxation advice commencing from the start of the calendar month in which our appointment commences. These services are renewed on the basis set out in these terms and conditions until terminated by either party.
19.2 Alternatively, or in addition to the services referred to at Condition 19.1 above, you may instruct us to perform specific work on your behalf in accordance with a previously agreed fixed fee. Instructions received on that basis commence when we confirm acceptance of the terms of our engagement either in writing or by electronic confirmation.
Cancellation and Termination
19.3 In the event we receive a cancellation notice from you within 48 (forty eight) hours of the engagement date, we will immediately suspend all work on your account in accordance with your instructions.
19.4 Following receipt of a cancellation notice no further fees will be incurred without your approval and no fees shall arise on the cancellation of our service unless they are specifically referred to in the Terms of Engagement.
19.5 In the event you wish to terminate this agreement outside of the time period referred to at Condition 19.3 above, we require 60 (sixty) days written notice to be sent to us at our registered office at 1a, Sugnall Business Centre, Sugnall Stafford, ST21 6NF.
19.6 For the avoidance of doubt, following receipt of a termination notice there shall be no refund of your monthly fee for the period relating to the termination notice period referred to at Condition 19.5 above.
19.7 Termination or suspension under this clause shall be without prejudice to any rights that may have accrued prior to termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect.
19.8 Our refunds policy depends upon the type of engagement and cancellation period, as follows:
a) Monthly Fees: will not be refunded unless a further monthly instalment is received following the expiration of the termination period pursuant to Condition 19.5 above. In the event that we are made aware of any payment:
i. received by us in error; or
ii. a duplication of a payment has occurred or
iii. payment has been made outside of the agreed terms and conditions; the circumstances will be reviewed and if it found that payment was made in error, we will arrange for your refund to be paid within 5 (five) working days.
b) Company Incorporations: no refunds are payable, however, we will seek to complete the formation in consultation with you as effectively as possible;
c) New engagements (other than Company Incorporations): where a written cancellation notification is received pursuant to Condition 19.3 above, we will refund the balance of any payments received following any deductions for any third-party costs incurred. The net refund will be paid within 5 (five) working days.
19.9 Fees paid for specific projects, tasks or annual services will not be refunded unless notice of cancellation is given to us within 48 (forty-eight) hours of the instruction to proceed.