Standard Terms & Conditions of business

1. Applicable Law and Contract

This engagement letter, the schedules of services and our standard terms and conditions of business (the ‘Contract’) 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. 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.

No terms or conditions endorsed on, delivered with, or contained in any other document by you shall form part of the Contract except to the extent that we otherwise agree in writing.

No variation of these Terms and Conditions or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of both you and us.

2. Client Identification

As with other professional services firms, we are required to identify our clients for the purpose 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.

3. Client Money

We may from time to time hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds.

4. Commissions and Other Benefits

In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and the terms of payment and receipt of any such commissions or benefits. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.

5. Complaints

We are committed to providing high quality professional advisory services. Should you not be pleased with our service, you can let us know.

All complaints are taken seriously and we will aim to address and resolve any issues as soon as possible. When you have made a complaint, we will aim to acknowledge your complaint within three working days. You complaint will be dealt with by one or more of our Directors who will ensure your complaint is investigated and the appropriate action taken within a reasonable period of time. We will aim to provide you with our full response within four weeks of acknowledging receipt of your complaint. If any action needs to be taken, we will inform you in writing.

Should you believe that your complaint has not been dealt with satisfactorily, you may take your complaint to the Association of Chartered Certified Accountants (ACCA).

All complaints should be written and addressed to Versa Accountants Limited, 9 Corbets Tey Road, Upminster, Essex, RM14 2AP or by email to:hello@versaaccountants.co.uk, marked for the attention of Jamie McGilvray or Albie Turner.

6. Confidentiality

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’s confidentiality terms.

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

7. Conflicts of Interest

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

If there is a conflict of interests 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.

8. Data Protection

We confirm that we will comply with the provisions of the new EU General Data Protection Regulation 2016 (GDPR) and Data Protection Act 2018 when processing personal data about you and your 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 you.

The parties agree that you are a Controller and we are a Processor for the purposes of processing Protected Data (as defined in the GDPR) pursuant to the Contract. You shall at all times comply with the EU General Data Protection Regulation 2016 (GDPR), Data Protection Act 2018 and all Data Protection Laws in connection with the processing of Protected Data. You shall ensure all instructions given to us in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with the EU General Data Protection Regulation 2016 (GDPR), Data Protection Act 2018 and all Data Protection Laws. Nothing in the Contract relieves you of any responsibilities or liabilities under any Data Protection Laws.

You shall indemnify us and keep us indemnified against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects (as defined in the GDPR), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by you of your obligations under this clause 8.

9. Disengagement

Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

Should we have no contact with you for a period of 1 year or more we may issue to your last known address a disengagement letter and hence cease to act.

The cost of an annual retainer is based on a rolling 12-month period. All retainers are initially based on a 12-month fixed term period, the (“Term”) that shall automatically renew every 12 months to the (Extended Term)and cannot be cancelled by you during the Term or the Extended Term. In order to cancel a retainer, you must provide us with no less than 3 months’ written notice prior to the end of the Term, should you fail to give us the 3 months’ written notice, the Term shall continue into the Extended Term. In the event that you cancel the retainer during the Term or the Extended Term you will be required to pay the full amount of the retainer for whole Term or Extended Term. At any point during the Term or Extended Term we may terminate the retainer where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information or there is a material breach of contract and shall be entitled to all fees and costs incurred up to the point of us ceasing to act on your behalf.

10. Electronic and Other Communication

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

With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held 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 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 where electronic submission is mandatory.

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

11. Fees and Payment Terms

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

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.

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 normal hourly rates are set our below. These will be increased annually every year in our discretion.

Partners £350
Senior Managers £275
Junior Accounts staff £100

Handover fee of £475 plus VAT (Handover)

You shall be required to pay us the Handover fee, such fee shall be payable when we are required to provide any of your clearance or records or any documentation requested or required to any newly appointed accountants, that you decide to instruct in order to transfer your files.

We will bill at regular intervals and our invoices will be due for payment on receipt of the invoice. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

Unless otherwise agreed to the contrary our fees do not include the cost of any third party, counsel or other professional fees.

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.

You must pay all invoices in full without deduction or set-off and in cleared funds.

Time of payment is of the essence. Where sums due are not paid in full by the due date we reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rate under the Late Payment of Commercial Debts (interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you 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. Furthermore where invoices are unpaid, we then reserve the right not to file returns or accounts due to HMRC / Companies House and you will be responsible for any penalties, surcharges or interest arising.

If you do not accept that an invoiced fee is fair and reasonable you must notify us in writing within 7 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 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 may set and vary credit limits from time to time and withhold all further services if you exceed such credit limit.

12. Implementation

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

13. Intellectual Property Rights

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.

14. Interpretation

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.

15. Internal Disputes within A Client

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/normal place of business] for the attention of the [directors/proprietors]. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

16. Investment Advice (including insurance mediation services)

If, during the provision of professional services to you, you need advice on investments, including insurances, we have to refer you to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body as we are not.

17. Lien

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.

For the avoidance of doubt we additionally reserve the right not to submit accounts whether full or abbreviated, corporation tax or self-assessment tax returns to Companies House or the Inland Revenue respectively if there are outstanding fees at the time of submission.

18.

Limitation of Liability

1. We will provide our services with reasonable care and skill. Our liability to you is limited to direct losses, direct damages, direct costs and direct expenses caused by our negligence or wilful default.
2. Notwithstanding clause 18.1 to the maximum extent permitted by law at times:

a. our liability is limited to the amount recoverable under our insurance and to the maximum extent permitted by law exclude all liability which falls outside the scope of our insurance policy;
b. we shall not be liable for consequential, indirect or special losses;
c. we shall not be liable for any of the following (whether direct or indirect):

i. loss of profit;
ii. loss or corruption of data;
iii.loss of use;
iv. loss of production;
v. loss of contract;
vi. loss of opportunity;
vii. loss of savings, discount or rebate (whether actual or anticipated);
viii. harm to reputation or loss of goodwill

3. Notwithstanding any other provision of the Contract, our liability shall not be limited in any way in respect of the following:

a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. any other losses which cannot be excluded or limited by applicable law;

Exclusion of liability for loss caused by others

4. 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.

Exclusion of liability in relation to circumstances beyond our control

5. 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.

Exclusion of liability relating to the discovery of fraud etc.

6. 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.

7.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.

Indemnity for unauthorised disclosure

8.You agree to indemnify us and our agents in respect of any claim (including any claim or 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.

Limitation of aggregate liability

9.Notwithstanding clause 18.2 where the Engagement Letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm (or company), its partners, directors 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. For the avoidance of doubt if the Engagement Letter is silent then clause 18.2 applies. By signing the Engagement Letter you agree that you have given proper consideration to this limit of liability 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.

19. Limitation of Third Party Rights

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you may 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.

20. Period of Engagement and Termination

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.

Subject to clause 8 e ach 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 or there is a material breach of contract, in which case we may terminate this agreement immediately and without notice. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

We shall also have the right to terminate this agreement if you fail to make payment in accordance with clause 11 or if a winding-up, administration or freezing order is made against you and not dismissed.

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.

21. Professional Rules and Statutory Obligations

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants and will accept instructions to act for you on that 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.

22. Reliance on Advice

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

23. Retention of Papers

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. Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships

Companies

Whilst certain documents may legally belong to you we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period.

24. Anti-bribery

For the purposes of this clause 24, expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

involved in performing the Contract so comply.

Neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such bribe to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 24.

25. Anti-slavery

1. You undertake, warrant and represent that:
   
   a. neither you nor any of your officers, employees, agents or subcontractors has:
   
   i. committed an offence under the Modern Slavery Act 2015 (an MSA Offence);
   ii. been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
   iii. is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015 so far as it applies to you;
   
   b. so far as it applies to you, you shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
   
   c. you shall notify us immediately in writing if you become aware or have reason to believe that it, or any of your officers, employees, agents or subcontractors have breached or potentially breached any of your obligations under clause 25.1, such notice to set out full details of the circumstances concerning the breach or potential breach of your obligations.

Any breach of clause 25 by you shall be deemed a material breach of the Contract and shall entitle us to terminate the Contract with immediate effect.

26. Your obligations

26.1. You understand and appreciate that our advice and services are based on information and documents provided to us by you. Accordingly at all times you must provide us with any and all information, documents and records requested by us in a timely manner and ensuring that such information and documents are truthful, accurately reflect the position and are not misleading.

26.2. You shall indemnify us, and keep us indemnified, from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by us as a result of or in connection with a breach of any of your obligations under the Contract.

26.3. In the event that a dispute arises between you and us, we will use our internal procedures to resolve it in the first instance. We will invite all parties along with their representatives to open dialogue and strive to amicably come to an agreement in settling any disputes. If we are unable to resolve any disputes within 2 weeks of us sending you a written invitation to negotiate and having exhausted all of our internal procedures, we will seek resolution through alternative dispute resolution services such as the Centre for Effective Dispute Resolution (CEDR).

27. Entire agreement

The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

Nothing in these standard terms and conditions of business purports to limit or exclude any liability for fraud.

28. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these standard terms and conditions of business and is duly signed or executed by us.

29. No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

30. Severance

If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

31. Waiver

No failure, delay or omission by us in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

No single or partial exercise of any right, power or remedy provided by law or under the Contract by us shall prevent any future exercise of it or the exercise of any other right, power or remedy by us.

32. Compliance with law

You shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

33. Conflicts within contract

If there is a conflict between the terms contained in our standard terms and conditions of business and the terms of the engagement letter and the schedules of services, the terms of our standard terms and conditions of business shall prevail.