Terms of Business

Introduction

  1. These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in a separate letter of engagement.

Applicable law

  1. The schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with UK law. 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. 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.

Authorisation and registration

  1. Hussain Hammad is registered with ACCA as chartered certified accountant and can be found on the register of members at http://www.accaglobal.com/general/finding/

Bribery Act 2010

  1. In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its partners and staff from offering or receiving bribes.

Client monies

  1. We may, from time to time, hold money on the client’s behalf. Such money will be held in trust in a client bank account, which is segregated from the firm's funds. The account will be operated, and all funds dealt with, in accordance with the Clients' Monies Rules of the Association of Chartered Certified Accountants. These rules can be found on the ACCA website at http://www.accaglobal.com/en.html.
  2. Fees paid by the client in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients' monies.

Commissions or other benefits

  1. In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for the client. Where this happens we will notify the client in writing of the amount and terms of payment. The same will apply where the payment is made to or transactions are arranged by a person or business connected with ours. We will not reduce the fees we would otherwise charge by the amount of the commissions or benefits.

Communication

  1. Unless the client instructs us otherwise we may, where appropriate, communicate with the client and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
  2. 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 through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor 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 the client must bear in return for greater efficiency and lower costs. If the client does not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.
  3. Any communication by us with the client sent through the post system is deemed to arrive at Client’s postal address two to three working days after the day that the document was sent.

Confidentiality

  1. Communication between us is confidential and we shall take all reasonable steps to keep confidential the client’s information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by the client to disclose information on the client’s behalf this undertaking will apply during and after this engagement.
  2. We may, on occasions, subcontract work on the client’s affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
  3. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that the client is a client. As stated above we will not disclose any confidential information.

Conflicts of interest

  1. We will inform the client if we become aware of any conflict of interest in our relationship with the client or in our relationship with the client and another client. Where conflicts are identified which cannot be managed in a way that protects the client’s interests then we regret that we will be unable to provide further services.
  2. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect the client’s interests, then we will adopt those safeguards. Where possible this will be done on the basis of the client’s informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to the client’s subject of course to the obligations of confidentiality referred to above.

Contracts (Rights of Third Parties) Act 1999

  1. The advice and information we provide to the client as part of our service is for the client’s sole use and not for any third party to whom the client 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 the client which the client make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Data Protection Act 1998

  1. We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about the client and the client’s family. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about the client.

Disengagement

  1. Should we resign or be requested to resign a disengagement letter will be issued to ensure that our respective responsibilities are clear.
  2. We reserve the right to issue a dis-engagement letter, if we have no contact with the client for a period of a month or more. In any case we will inform you in writing.

Ethical guidelines

  1. We are bound by the ethical guidelines of the Association of Chartered Certified Accountants, and accept instructions to act for the client on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be seen at www.accaglobal.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

Fees

  1. Our fees may depend not only upon the time spent on the client’s affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.
  2. If we provide the client with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
  3. We will charge £150 as our admin cost if we cease to act as the client’s accountants during the client’s financial year.
  4. Where 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 it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify the client of a revised figure or range and to seek the client’s agreement thereto.
  5. In some cases, the client may be entitled to assistance with the client’s professional fees, particularly in relation to any investigation into the client’s tax affairs by HMRC. Assistance may be provided through insurance policies the client holds or via membership of a professional or trade body. Other than where such assurance was arranged through us the client will need to advise us of any such insurance cover that the client have. The client will remain liable for our fees regardless of whether all or part are liable to be paid by the client’s insurers.
  6. Our normal hourly rates are set out below. These will be increased annually.
  7. We will bill annually and our invoices are due for payment 7 days from the date of invoice. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on the client’s behalf and expenses incurred in the course of carrying out our work for the client will be added to our invoices where appropriate.
  8. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
  9. It is our normal practice to ask clients to pay by monthly direct debit and to periodically adjust the monthly payment by reference to actual billings.
  10. We reserve the right to charge interest on late paid invoices at the rate of 50% 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 the client on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
  11. If the client does not accept that an invoiced fee is fair and reasonable the client must notify us within 21 days of receipt, failing which the client will be deemed to have accepted that payment is due.
  12. In the case of a dispute over the level of fees charged we reserve the right to require that the matter is dealt with through arbitration. We recommend that arbitration is undertaken by the fee arbitration service provided by ACCA for members. The fee arbitrator will be appointed by the ACCA president; the fee will be as negotiated with the ACCA arbitrator.

Implementation

  1. We will only assist with implementation of our advice if specifically instructed in writing.

Intellectual property rights

  1. We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

Interpretation

  1. If any provision of the engagement letter or schedules is held to be void, then that provision will be deemed not to form part of this contract.
  2. 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.

Internal disputes

  1. If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, 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 address for the attention of the nominated director(s). If conflicting advice, information or instructions are received from different directors in the business we will refer the matter back to the board of directors and take no further action until the board of directors have agreed the action to be taken.

Investment services

  1. Investment business is regulated under the Financial Services and Markets Act 2000
  2. 39. If, during the provision of professional services to the client, the client need advice on investments, including insurances, we may have to refer the client to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body as we are not.
    The PTP will issue the client with his own terms and conditions letter, will be remunerated separately for their services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. [We will act as introducers but would be pleased to comment on, or explain any advice received [and if required attend any meetings with the client]].

Lien

  1. Insofar as permitted to do 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 the client until all outstanding fees and disbursements are paid in full.

Limitation of liability

  1. We will provide our services with reasonable care and skill. Our liability to the client is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
  2. Exclusion of liability for loss caused by others
    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.
  3. Exclusion of liability in relation to circumstances beyond our control
    We will not be liable to the client for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
  4. Exclusion of liability relating to the discovery of fraud etc.
    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 wrongly misrepresented to us or from 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.
  5. Indemnity for unauthorised disclosure
    The client agrees to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure 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.
  6. Limitation of aggregate liability
    Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this Harkia Accountants, its directors’ agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with the client may rely on our work. By signing the engagement letter the client agree that the client have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If the client does not wish to accept it the client should contact us to discuss it before signing the engagement letter.
    The client has agreed that the client will not bring any claim of a kind that is included within the subject of the limit against any of our principals/ directors/members or employees; on a personal basis.

Money Laundering Regulations 2007

  1. In accordance with the Proceeds of Crime Act and Money Laundering Regulations 2007 the client agrees to waive the client’s right to confidentiality to the extent of any report made, document provided or information disclosed to the Serious Organised Crime Agency (SOCA).
  2. The client also acknowledge that we are required to report directly to SOCA without prior reference to the client or the client’s representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.
  3. 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 the client, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
  4. Copies of such records will be maintained by us for a period of at least five years after we cease to act for the business.

Notification

  1. We shall not be treated as having notice, for the purposes of our accounts and tax responsibilities, of information provided to members of our firm other than those engaged on the specific assignment (for example, information provided in connection with accounting, taxation and other services).

Period of engagement and termination

  1. Unless otherwise agreed in the engagement covering letter our work will begin when we receive the client’s implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
  2. Each of us may terminate this agreement by giving not less than 21 days’ notice in writing to the other party except where the client fail to cooperate with us or we have reason to believe that the client 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.
  3. In the event of termination of this contract, we will endeavour to agree with the client 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.

Provision of Services Regulations 2009

  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 at www.harkia.co.uk or at our offices.

Quality of service

  1. We aim to provide a high quality of service at all times. If the client would like to discuss with us how our service could be improved or if the client is dissatisfied with the service that the client is receiving, please let us know by contacting Hussain Hammad.
  2. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to the client. If we do not answer the client’s complaint to the client’s satisfaction the client may take up the matter with the Association of Chartered Certified Accountants.

Reliance on advice

  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 the client wish to be able to rely on that advice, the client must ask for the advice to be confirmed by us in writing.

Retention of records

  1. The client has a legal responsibility to retain documents and records relevant to the client’s tax affairs. During the course of our work we may collect information from the client and others relevant to the client’s affairs. We will return any original documents to the client if requested. Documents and records relevant to the client’s affairs are required by law to be retained as follows:
    Individuals, trustees and partnerships
    • with trading or rental income: 5 years and 10 months after the end of the tax year;
    • otherwise: 22 months after the end of the tax year;

    Companies, LLPs and other corporate entities
    • 6 years from the end of the accounting period;
  2. Whilst certain documents may legally belong to the client we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. The client must tell us if the client requires the return or retention of any specific documents for a longer period.

Third parties

  1. Any advice we give the client will be supplied on the basis that it is for the client’s benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than the client without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.
  2. If it is proposed that any documents or statement which refer to our name, are to be circulated to third parties, please consult us before they are issued.

Timetable

  1. The services we undertake to perform for the client will be carried out on a timescale to be determined between us on an ongoing basis.
  2. The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us.