This engagement letter, together with attached schedules, is governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.
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.
We will not hold any client monies.
In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for the company, in which case you will be notified in writing of the amount and terms of payment. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. Whether the commission will reduce the fees that would otherwise be charged by Forbes Dawson will be agreed on each particular transaction. Where this applies we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission.
Communication between us is confidential and we shall take all reasonable steps to keep confidential your 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 you to disclose information on your behalf this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
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.
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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.
A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
To enable us to carry out your instructions, provide the services agreed under this engagement and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may collect, store, use and disclose personal data about you (and other related persons). In particular, we will collect, retain and share personal data in the course of identification andother checks undertaken to comply with legal, regulatory and professional requirements and guidelines. You have certain rights under data protection legislation including the right to access personal data that we hold about you. For further information about the personal data we collect, how it is used, with whom it is shared and your rights in relation to it please see our Privacy Statement which is available at www.forbesdawson.co.uk or from our offices or you can request that we send you a hard copy (without charge). The Privacy Statement may be amended from time to time and published on www.forbesdawson.co.uk and shall be deemed to form part of these terms of business. Should you have any comments or queries about data protection issues you may contact our data protection manager at email@example.com or using our office contact details.
We have updated our General Data Protection Regulations procedures for dealing with your personal data where it is transferred to you and/or your advisers in any country outside the EU/EEA (but excluding Andorra, Argentina, Canada (only commercial organisations), Faroe Islands, Guernsey, Israel, Isle of Man, Jersey, New Zealand, Switzerland, Uruguay, Japan, and South Korea). The new rules mean that we must obtain explicit agreement from you, to transfer any of your personal data, either to any of your advisers in these countries, or to you personally if you reside there. By signing this letter of engagement, you are treated as if you have signed the relevant Standard Contractual Clauses (Modules Three and Four) as set out in our Privacy Statement at www.forbesdawson.co.uk/privacy-policy/. Our full privacy terms are detailed there.
Should we have no contact with you for a period of 12 months or more we may issue to your last known address a disengagement letter and hence cease to act.
E-mail may be used to enable us to communicate with you. As with any other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received.
As internet communications are capable of data corruption, we do not accept any responsibility for changes made to such communications after their despatch. For this reason, it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. All risks connected with sending commercially sensitive information relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable.
Our charges are computed on the basis of fees for the time spent on the company’s affairs (which depends on the levels of skill and responsibility involved) and disbursements incurred in connection with the engagement. If we provide you 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.If work is required which is outside the scope of our engagement letter, for example dealing with HMRC enquiries into the tax return, then this will be a separate engagement for which additional fees will be chargeable.We will add value added tax, if applicable, at the current rate.Our invoices are payable on presentation. We reserve the right to charge interest at 14.25% per annum over base rate in the case of overdue accounts. We may terminate our engagement and cease acting if payment of any fees billed is unduly delayed. However, it is not our intention to use these arrangements in a way which is unfair or unreasonable. We may raise an invoice prior to commencement of the work and will require an upfront payment in such circumstances. We also may raise interim invoices, which also require payment before continuing with any ongoing work.
Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.
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 you of a revised figure or range and to seek your agreement thereto.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
Our current standard hourly rates are available on request. These may be increased in line with inflation on an annual basis.
We reserve the right to bill half-yearly and our invoices are due for payment upon presentation. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
We reserve the right to charge interest on late paid invoices at the rate of 14.25% 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 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. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.
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 you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
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.
If any provision of this engagement letter or enclosed schedules is held to be void, then 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.
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 for the attention of the directors. 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 has agreed the action to be taken.
Investment business is regulated under the Financial Services and Markets Act 2000. We are not authorised or licensed under that Act. If during the provision of professional services to you, you need investment advice, including insurance advice, we will have to refer you to a person authorized by the Financial Services Authority or licensed by a Designated Professional Body.
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.
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.The aggregate liability to you and any third party that we have agreed may rely on our work, and whether in contract or otherwise of this firm, employees and agents for any losses in connection with any of the services provided to you under the terms of this letter of Engagement (and including interest) shall not exceed the sum of £500,000 or 10 times the Forbes Dawson fees charged in respect of this particular assignment, whichever is the greater, limited to a maximum of £5m. In agreeing this figure with you, we have taken into account the nature of the Engagement, the availability to us of insurance cover and other options available to you.We would advise you to take independent advice before signing this Engagement Letter since, by doing so, you will agree to its terms including the limitations on our liability.
Where third party advice is supplied within the scope of the Engagement we may insist that you engage directly with the third party. The loss to you under the terms of our Engagement will then be limited to the amounts outlined in 18.2 in relation to Forbes Dawson fees only in respect of the assignment.
Any loss arising as a result of third party advice will fall within the Engagement with the third party.
Where third party advice is included within our Engagement and you do not contract directly with the third party adviser, the limitation of liability will apply, as set out in 18.2, to the total fees raised on the particular assignment.
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.
We will not be liable to you 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.
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.
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.
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.
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 under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
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.Each of us may terminate this agreement by giving not less than 21 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.
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.
We will observe the bye-laws, regulations and ethical guidelines of The Chartered Institute of Taxation and The Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines. In particular you give us authority to correct HMRC errors. A copy of these guidelines is available for your inspection in our offices.
We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know by contacting the Managing Director.
We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may take up the matter with The Institute of Chartered Accountants in England and Wales.
We reserve the right to disclose our files to regulatory bodies in the exercise of their powers.
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.
You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax 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:
Due to the nature of taxation advice and the need to retain historical information to assist with future transactions, we do not propose to destroy correspondence and other papers as a general rule. We do have the right to destroy correspondence and other papers which are more than seven years old, however, we will take a view on the importance of certain document when doing so. If you would like us to destroy all your papers after seven years you must let us know. Conversely if there are any particular documents that you wish us to retain, you must also tell us.
You can use this form to request us to give you a call or if you prefer just leave us a message. Please be sure to leave us a contact number or email address for you and we will get back to you as soon as we can.