Terms And Conditions

Please note that these terms and conditions are being replaced by those being sent out in our renewals, engagement letters and proposals.

Where you have received and approved these documents, the updated Terms and Conditions within these documents will apply and not the Terms and Conditions below.

Where you have not yet received and approved these documents, the Terms and Conditions below remain valid.

(1) Terms

(1.1) These terms govern our agreement with you. The terms may be updated from time to time in the future. You agree to review or ‘Standard Terms and Conditions’ regularly and your continued access to our Service or use of our Service will mean that you agree to the changes. In addition, you will be notified of any significant changes to our ‘Standard Terms and Conditions’.

(1.2) Any amendments to these Standard Terms and Conditions will be available on our website. You will be notified of any changes via email when applicable.

(2) Professional Obligations

(2.1) Accounting and Beyond Limited Trading As Accounting and Beyond (we) are a member of the Institute of Chartered Accountants in England and Wales and in our conduct are subject to its Code of Ethics which can be found at www.icaew.com/regulations. We will observe and act in accordance with the bye-laws and regulations of ICAEW. We accept instructions to act for you on this basis.

(2.2) Where we become aware of errors made by HM Revenue and Customs you give us authority to correct them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

(2.3) As required by the Provision of Services Regulations 2009 (SI 2009/2999) details of the firm’s professional registrations can be found at www.accountingandbeyond.co.uk/professional-regulations/.

(2.4) For most of our engagements and services, you will be required to accept a service engagement from us and we will then accept that we will act in accordance with our ‘Standard Terms and Conditions’ and the guidelines of our association.

(2.5) We will confirm our engagements in writing and will normally request you to sign a copy of any specific engagement letters and return them to us or electronically approve these via our document portal. In the event that we do not receive our copies of the signed engagement letters back then you warrant that our ‘Standard Terms and Conditions’ are agreed.

(2.6) We reserve the right, at our discretion, not to accept any engagement. This may be due to technical constraints, because we have been unable to confirm your identity, or for any other reason.

Provision of probate-type services

(2.7) We are not licensed or authorised for the reserved legal activity of non-contentious probate. Consequently, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by the ICAEW Probate Compensation Scheme, this service will not be covered by legal personal privilege and you will not have access to the Legal Ombudsman.

Professional indemnity insurance

(2.8) In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Manchester Underwriting Management Limited, of Link House, St Mary’s Way, Chesham, HP5 1HR. 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 of America or Canada.

(2.9) If for any reason circumstances arise that may result in a claim to our professional indemnity insurers, you give us your permission to notify them.

(3) Applicable Law

(3.1) This engagement letter 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.

(3.2) If any provision in these terms of business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

(4) Changes In The Law

(4.1) We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

(4.2) We will accept no liability for losses arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given.

(5) Your Responsibilities

(5.1) The advice and service that we provide can only be as good as the information upon which it is based.

(5.2) In so far as that information is provided by you, or by third parties with your permission, your responsibility arises as soon as possible if any circumstances or facts alter as any alteration may have a significant impact on the advice given. If the circumstances change therefore or your needs alter, advise us of the alteration as soon as possible in writing.

(5.3) Unless we are engaged to process your bookkeeping, payroll or VAT Returns, you agree to keep your accounting records up to date with all your trading activities, including entering all your invoices and expenses, recording withdrawals, payments and receipts, reconciling your bank accounts and credit card statements on a regular basis, filing your VAT Returns and if you are registered for payroll, filing your RTI submissions when required through the necessary software.

(5.4) It is wholly your responsibility for the accuracy and completeness of your accounting information and we are wholly dependent on you supplying any information or explanations to us for the purpose of fulfilling the services detailed in our engagement. We are under no obligation to specifically identify missing or incomplete information from your accounting system although we will do our best to assist you with the accuracy of your financial information (accounting and payroll records) when we complete our work.

(6) Fees

(6.1) Our fees are calculated on the basis of time spent on your affairs, the levels of skill and responsibility involved, the importance and value of the advice provided to you, and the level of risk. In addition we may charge disbursements of travel, accommodation and other expenses incurred in dealing with your affairs.

(6.2) If it is necessary for us to carry out work that is outside the scope of the engagement currently in place with you, we will advise you of this in advance, where possible. Any additional work will result in additional fees being charged. We would therefore like to point out that it is in your interests to ensure that the information you provide us with is completed to the agreed stage.

(6.3) If we give you an estimate of our fees for carrying out any specific work, then that estimate will not be contractually binding unless we have explicitly stated that will be the case.

(6.4) If we agree a fixed fee with you for providing a specific range of services this will be the subject of a separate agreement. This agreement will set out the period which the fixed fee relates to and the services covered by it. Monthly fixed fee terms are set out in paragraphs 6.10 to 6.12.

(6.5) Where we have agreed that you will pay on an invoice rendered basis, invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. Our standard payments terms are 7 days from the date of the invoice.

(6.6) Where we have agreed that you will pay us on a direct debit or standing order basis, we will agree with you separately the amount and frequency of payments. These direct debits or standing orders will be applied to fees arising from work agreed in our letter of engagement for the current and ensuing years. Where a scheduled monthly payment is not made any fees invoiced to you that are outstanding at that time will immediately become due for payment in entirety.

(6.7) You may have an insurance policy or membership of a trade or professional body that entitles you to assistance with payment of our fees in some situations. A particular example would be assistance with an investigation by HM Revenue and Customs. Unless you arranged the insurance through us then you will need to advise us of any such cover you have. Please note that you remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

(6.8) In the event that we cease to act for you then you agree to meet all reasonable costs of providing information to your new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

(6.9) As directors you guarantee to pay personally any fees (including disbursements) for services provided to the company that the company is unable to pay. This clause shall become effective in the event of a receiver or liquidator being appointed to the company or the company otherwise being wound-up.

Monthly fixed fees

(6.10) Your monthly fixed fee package subscription will be agreed with you and is payable monthly in advance. The subscription rates will be agreed with you in our ‘Fees Engagement Letter’ or via alternative means in writing.

(6.11) You will be notified of any changes to your subscription payment plan and we reserve the right to review your subscription payment plan every three months. It is a requirement that all clients agree to set up a monthly standing order or direct debit for the payment of our monthly fees.

(6.12) Unless a specific date is requested in writing, our monthly standing order or direct debit will be collected on or around 14th to 20th of every month.

Set up and client take on fees

(6.13) A set up and client take on fee may be charged when you engage “Accounting & beyond”. The fee will vary dependent on your circumstances. This fee may be added into the monthly fixed fee for the first period at our discretion.

(6.14) Our set up and / or client take on fee will be agreed with you in our ‘Fees Engagement Letter’ or via alternative means in writing.

(6.15) Please note that for completing financial statements or accounts, we require at least 10 months of your monthly subscription to have been paid in respect of the financial period in question.

Non Payment Of Fees

(6.16) All our invoices are due for payment within 7 days upon presentation unless terms have been agreed in writing separately with you. Where our invoices remain unpaid after their due date, we will not guarantee that the work agreed in our Engagement Letter(s) will be carried out. In the event that we agree with you to continue carrying out work whilst invoices remain unpaid, the work will be rescheduled and we will not accept any responsibility for the failure to meet relevant deadlines. The terms of our Engagement Letter(s) will only reapply when all outstanding amounts due have been fully paid.

(6.17) Where a monthly fixed fee and / or payment plan has been agreed, any cancellation of your standing order or your direct debit payment will result in all outstanding invoices being due immediately. Whilst invoices or payments remain due, paragraph 6.16 will apply.

(6.18) In the event that invoices or payments under your fixed fee arrangement remain outstanding for more than 90 days, we will suspend all work for you immediately unless an alternative agreement has been agreed with you in writing.

Other Fees Information

(6.19) Our fees are exclusive of VAT which will be added where it is chargeable.

(6.20) 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 and may require separate payment.

Refunds

(6.21) No fees are refundable for any invoices already billed and paid.

Interest

(6.22) 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.

Invoice Queries

(6.23) 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.

(6.24) 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 giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due.

(6.25) Any variations to these terms will be detailed in your bespoke engagement letter and / or proposals submitted to you under separate cover.

(7) Help Us Give You The Right Service

(7.1) 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 our Managing Director.

(7.2) 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 of Chartered Accountants in England and Wales.

(7.3) In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:
• your insolvency, bankruptcy or other arrangement being reached with creditors;
• failure to pay our fees by the due dates; and
• either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

(8). Commissions or Other Benefits

(8.1) In some circumstances, commissions or other benefits may become payable to us or one of our associates in respect of transactions we or such associates arrange for you. If this happens we will notify you in writing of the amount and terms of payment. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts.

(9) Client Monies

(9.1) It is not our policy to hold money on your behalf and no client accounts will be held.

(10) Retention Of And Access To Records

(10.1) During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your accounts and returns. You have a legal responsibility to retain these records. The law requires individuals, trustees and partnerships to keep records in relation to trading or rental income 6 years from the 31 January following the end of the tax year to which they relate. Other records should be kept for 22 months after the end of the tax year they relate to. Companies, Limited Liability Partnerships and other corporate entities are required to keep records for 6 years from the end of the accounting period.

(10.2) While certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.

(11) Conflicts of Interest and Independence

(11.1) 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. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. 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.

(11.2) If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the Code of Ethics of the Institute of Chartered Accountants in England and Wales which can be viewed at www.icaew.com/regulations.

(12) Confidentiality

(12.1) Communication between us is confidential and we shall take all reasonable steps to keep your information confidential except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. Any subcontractors we use will be bound by the same confidentiality requirements.

(13) Quality Control

(13.1) As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

(14) Internet Communication

(14.1) Unless you tell us otherwise we will at times use email, our portal or other electronic means to communicate with you.

(14.2) Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.

(14.3) It is the responsibility of the recipient to carry out a virus check on any attachments received.

(14.4) Unless you instruct us otherwise we may communicate with you and undertake online filing of documents with third parties on your behalf by electronic means. Recipients are responsible for virus checking and other safeguards applying to electronic storage of data.

(14.5) 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 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.

(14.6) For the avoidance of doubt we will take responsibility for the electronic tagging and filing (iXBRL) of financial statements and corporation tax returns, if applicable to your affairs.

(15) 2018 EU General Data Protection Regulations (GDPR)

(15.1) To enable us to discharge the services agreed under our 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 obtain, use, process and disclose personal data about you / your business / company / partnership / its officers and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.

(15.2) You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.

(15.3) Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller. Terms relating to our responsibilities as a data processor are set out in an appendix to these terms of business.

(15.4) Our privacy notice, which can be found on our website at https://accountingandbeyond.co.uk/privacy-policy/ explains how we process personal data in respect of the various services that we provide.

(16) Contracts (Rights Of Third Parties) Act 1999

(16.1) Persons who are not party to this agreement shall have no rights 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.

(16.2) 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.

(17) The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007

(17.1) In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:
• Maintain identification procedures for clients and beneficial owners of clients;
• Maintain records of identification evidence and the work undertaken for the client; and
• Report, in accordance with the relevant legislation and regulations.

(17.2) The offence of money laundering includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.

(17.3) This definition is very wide and would include such crimes as deliberate tax evasion, deliberate failure to inform the tax authorities of known underpayments or excessive repayments, fraudulent claiming of benefits or grants, or obtaining a contract through bribery. Clearly these examples are by no means exhaustive.

(17.4) We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.

(17.5) We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.

(17.6) As above, 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 may also use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks.

(18) Professional Clearance

(18.1) If you have already traded and an agent has been previously engaged to look after your accountancy and / or taxation affairs then we will contact them to gain Professional Clearance and obtain historical data, which we will do upon you becoming a client of Accounting & beyond.

(19) Accounting And / Or Taxation Periods

(19.1) Accounting & beyond will start acting as your accountant and / or tax advisor and / or bookkeeper for the financial or fiscal year in which you start engaging our services. Any previous periods of accounts or tax returns must be completed and filed by your previous agents, or arrangements can be made with us separately for us to perform these activities.

(19.2) If your previous year’s Accounts and / or Tax Returns have not been filed, and your accounting and tax records are not up to date by the time Accounting & beyond requires the information then we will be unable to file them unless we have been engaged expressly to do so. Any fines or penalties resulting from this will not be the responsibility of Accounting & beyond.

(20) General Limitation Of Liability

(20.1) We will provide services as outlined in this letter with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.

(20.2) You will not hold us, the owners of this firm and any staff employed by the firm, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of the principals or employees personally.

(20.3) Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

(20.4) Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default with a maximum liability to you of £100,000.

Exclusion of liability for loss caused by others

(20.5) 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

(20.6) 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

(20.7) 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.

Indemnity for unauthorised disclosure

(20.8) 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.

(21) Limitation of Third Party rights

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

(22) Use Of Our Name In Statements or Documents Issued By You

(22.1) You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.

(23) Draft / Interim Work

(23.1) In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form. However final written work products will always prevail over any draft or interim statements. Where you request it, we will provide up with written confirmation of matters stated orally.

(24) Advice

(24.1) Advice we give you orally should not be relied upon unless we confirm it in writing. We endeavour to record all advice on important matters in writing. However if you particularly wish to rely upon oral advice we give you during a telephone conversation or a meeting, you must ask for the advice to be confirmed in writing.

(24.2) Unless specifically instructed and agreed in advance we will not assist with the implementation of our advice.

(25) Intellectual Property Rights

(25.1) The copyright in any document prepared by us belongs to us in entirety unless the law specifically provides otherwise.

(26) Interpretation

(26.1) If there is a conflict between the engagement letter and these terms of business then the engagement letter takes precedence.

(26.2) If any provision of this engagement letter or terms of business or its application is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provision and its application shall not in any way be affected or impaired.

(27) Provision Of Cloud Based Services

(27.1) Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business i.e. our fees (2), Confidentiality (8), Internet Communication (12), Data Protection Act (13) and General Limitation of Liability (16).

(27.2) The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.

(27.3) The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them to help ensure that normal service is resumed as soon as possible.

(28) Investment Services

(28.1) We are not authorised by the Financial Conduct Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorised by the Financial Conduct Authority.

(29) Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standard

(29.1) Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue and Customs.

(30) Tax Schemes and General Anti-Abuse Rule

(30.1) Since 17 July 2013 a General Anti-Abuse Rule has been in operation in the UK. This rule enables HM Revenue and Customs to further tackle abusive tax planning schemes. Due to the low probability of eventual success of such schemes and the high ethical standards of this firm, it is our policy not to advise on tax schemes that we consider to be artificial or aggressive in nature. Please let us know if you would like to discuss this matter further or if you feel that you are disadvantaged in any way by the firm’s policy on tax avoidance.

(31) Internal disputes within a client

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

(32) Lien

(32.1) In so far 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.

(33) Period of engagement and termination

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

(33.2) Each of us may terminate this agreement by giving not less than 30 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 HM Revenue and Customs with misleading information, in which case we may terminate this agreement immediately.

(33.3) Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

(33.4) 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.

(33.5) No fees, which have already been paid, are refundable. Any amounts outstanding on our debtors ledger will be due in full.

Appendix 1: Additional Information: Processing Of Customer Personal Data

This Appendix gives more information on the processing of customer data in accordance with Article 28(3) of the 2018 EU General Data Protection Regulation (GDPR).

In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:

(a) process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;

(b) disclose and transfer the client personal data to members of our firm’s network, our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;

(c) disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;

(d) maintain written records of our processing activities performed on your behalf which shall include: (i) the categories of processing activities performed; (ii) details of any cross border data transfers outside of the European Economic Area (EEA); and (iii) a general description of security measures implemented in respect of the client personal data;

(e) maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.

(f) return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;

(g) ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;

(h) notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause [7];

(i) where we transfer the client personal data to a country or territory outside the EEA to do so in accordance with data protection legislation;

(j) notify you promptly if:

(1) we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of the client personal data; or

(2) we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Office);

(k) notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data;

(l) at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws.

Without prejudice to the generality of clause 15.1, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.

Should you require any further details regarding our treatment of personal data, please contact our Data Protection Manager.

The following details may also be required by Article 28(3) of the GDPR and these will be discussed with you ahead of the data being transferred:

a) Subject matter and duration of the processing of client personal data

The subject matter and duration of the processing of the client personal data are set out in the engagement letter between us and relate to provision of services including, but not limited to payroll.

b) The nature and purpose of the processing of client personal data

The processing of client personal data may, for example, be used is in order to calculate payroll and deductions and arrange payments to HMRC and the employees of your company.

c) The types of client personal data to be processed

Personal Data:

• Full name
• Date of birth
• Home address
• National Insurance number
• Tax code
• Salary

Special Category Personal Data is not usually required, however, if this is the case, we will discuss this with you.

d) The categories of data subject to whom the client personal data relates

The client personal data relates to employees of your company.