1. APPLICABLE LAW
1.1 Our engagement letter shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter (including the firm's terms of business) and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
1.2 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.
1.3 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.
2. QUALITY OF SERVICE
2.1 We aim to provide you with a fully satisfactory service and Mr Harris will seek to ensure that this is so. 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 of course take up the matter with the Institute of Chartered Accountants in England and Wales (ICAEW) by whom we are regulated.
3. INVESTMENT ADVICE – EXEMPT REGULATED ACTIVITIES
3.1 Although we are not authorised by the Financial Conduct Authority to conduct Investment Business, we are licensed by the ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.
3.2 Such assistance may include the following:
• advising you on investments generally, but not recommending a particular investment or type of investment;
• referring you to a Permitted Third Party (PTP) an independent firm authorised by the FCA) and assisting you and the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.
• advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;
• advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
• managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person;
• where appropriate, advise you on activities appropriate to an academy trust or a charity.
3.3 We may also, on the understanding that the shares or other securities of the company are not publicly traded:
• advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
• arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
• arrange for the issue of the new shares; and
• act as the addressee to receive confirmation of acceptance of offer documents etc.
4.1 Our fees are computed on the basis of the time spent on your affairs by the partners and staff, and on the levels of skill, urgency and responsibility involved. Unless otherwise agreed, our fees will be charged separately for each of the main classes of work described above, and will be billed at appropriate intervals during the year and will be due on presentation. We intend to operate a credit limit on all work we carry out for you, and to stop any work when that credit limit it exceeded. Until further notice, your credit limit is set out in the menu of services in your letter of engagement. In the unlikely event of non payment of our invoices, we reserve the right to recover the sums due to us through legal proceedings.
4.2 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed in the letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved we expect you to agree to pay an amount to us on a regular basis.
4.3 Invoices are submitted by Harris & Co for the work that is performed. Payment is due to Harris & Co 14 days from the date of the invoice. Harris & Co has the statutory right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 if the invoice is not paid according to the agreed credit terms. The rate of interest is the Bank of England’s base rate plus 8%. In addition the Act provides the right to charge reasonable debt-recovery costs.
4.4 If your invoices are not paid by the due date, we reserve the right ti cease work on your affairs. In this instance, any subsequent interest or penalties you incur from the Government agencies are your responsibility.
4.5 Harris & Co follows a formal credit control procedure and reserves the right to stop work without notice on any arrangement on which we have instructions from you where there are unpaid invoices. We are entitled to keep all your papers and documents while there are unpaid invoices.
4.6 Under Section 11 of the Fraud Act 2006, it is a criminal offence to engage our services and then not to pay for them. The offence is punishable by either a maximum of 5 years imprisonment or a fine (or both).
4.7 Harris & Co will archive documents relating to any work carried out under the letter of engagement for 7 years from the date of our final bill to you for the relevant work, after which time the file will be destroyed. We may be obliged to make a small charge to you if you request that we retrieve documents from archiving.
4.8 In the event that a company which enters into an engagement with us does not pay our fees, any person acting as either a director, company secretary, shadow director or shareholder at any time whatsoever will be jointly and severally liable for our fees and any interest accrued thereon.
4.9 Our VAT number is 758 2841 96. All costs quoted exclude VAT. Consequently, VAT will be charged on top of the costs set out in our agreement at the rates ruling at the time.
5. LIMITATION OF LIABILITY
5.1 We will perform the engagement with reasonable skill and care. The total aggregate liability to the Company and the Board of Directors, as a body, of whatever nature, whether in contract, tort or otherwise, of Harris & Co for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement (apart from audit work) shall not exceed 20 times our fee in total charged for the year in which the claim arose. In the case of academies, a cap of £1 million on the reporting accountant’s liability, as recommended by the Education Funding Agency, shall exist per academy in each trust.5.2 It is a condition of our undertaking to perform the non-audit services set out in this letter that, in the rare event of any future possible litigation between us, you agree to a limit of 20 times our fee in total charged for the year in which the claim arose on any damages or compensation that may be awarded to you. The limit shall not apply in respect of death or personal injury caused by our negligence. Our fees are computed on the basis that this limitation is reasonable, and is the maximum limit to our liability. Should you wish to negotiate a higher limit to our aggregate liability to you, then we may need to revise our fees to reflect the increase in risk to us.
5.3 We have a lien on all documents and records retained by us on your behalf, until all fees have been paid in respect of all work we carry out on your behalf.
6. RETENTION OF AND ACCESS TO RECORDS
6.1 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 completion of our work. You should retain them for 5 years from the 31 January following the end of the tax year. This period may be extended if HM Revenue and Customs enquire into your tax return.
6.2 Whilst certain documents may legally belong to you, 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.
7. ELECTRONIC COMMUNICATION
7.1 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 email without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that email is not an acceptable means of communication.
7.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
8. DATA PROTECTION
8.1 To enable us to discharge the services agreed in our engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you, your business/company/partnership, its shareholders/members/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.
8.2 You are also an independent data 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 our engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.
8.3 Our privacy notice, which can be found on our website at https://www.harrisandco.biz/privacy-policy, explains how we process data in respect of the various services that we provide.
9.1 Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our unsurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.
9.2 We may subcontract our work to other prefessionals within the sector. Any subcontractors are also bound by our client confidentiality terms.
10. EXTERNAL REVIEW
10.1 As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.
11. PROFESSIONAL RULES AND PRACTICE GUIDELINES
11.1 We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the ICAEW and accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements in our offices. The requirements are also available on the internet at [www.icaew.com/regulations].
11.2 We confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006, to conduct audits under the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008), to conduct audits under the Pensions Act 1995. When conducting audit work we are required to comply with the Revised Ethical Standard 2016 and the International Standards on Auditing (UK) which can be accessed on the internet at https://www.frc.org.uk/Our-Work/Audit-and-Actuarial-Regulation/Audit-and-assurance/Standards-and-guidance.aspx
12. CONFLICTS OF INTEREST
12.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours. Subject to our confidentiality clause, we confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the business.
12.2 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 on the internet at the address above [in part B, sub-section 220].
13. PROVISION OF SERVICES REGULATIONS 2009
13.1 We are registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk for the UK and for Ireland at www.cro.ie/auditors under reference number C000224439.
13.2 Our professional indemnity insurer is AXA PLC, 5 Old Broad Street, London, EC2N 1AD and the policy number is ABCP1 4101105. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.
14. COMMISSIONS OR OTHER BENEFITS
14.1 In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you, in which case you will be notified in writing of the amount and terms of payment. The fees that would otherwise be payable by you as described will not take into account the benefit to us of such amounts. You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts.
15. PROCEEDS OF CRIME ACT 2002 AND MONEY LAUNDERING REGULATIONS 2017
15.1 In common with all accountancy and legal practices, we are required by Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:
• have due diligence procedures for the identification of all clients;
• maintain appropriate records of evidence to support customer due diligence; and
• report in accordance with the relevant legislation and regulations.
15.2 As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We are likely to request from you, and retain, some information and documentation for these purposes and/or to make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity within a reasonable time, there may be circumstances in which we are not able to proceed with the accountancy and tax appointment.
15.3 The provision of accountancy and tax services is a business in the regulated sector under the Proceeds of Crime Act 2002 and, as such, partners and staff in accountancy and tax firms have to comply with this legislation which includes provisions that may require us to make a money laundering disclosure in relation to information we obtain as part of our normal accountancy and tax work. It is not our practice to inform you when such a disclosure is made or the reasons for it because of the restrictions imposed by the ‘tipping off’ provisions of the legislation.
16. ONLINE SUBMISSION
16.1 HM Revenue & Customs are moving to a policy of only accepting online submission of accounts, tax returns, PAYE, CIS and VAT returns. For most of these online submissions, Harris & Co are reliant upon our software provider, Iris Software Group Limited, as well as HM Revenue & Customs’ software, to ensure that the returns are compatible with HM Revenue & Customs’ requirements. Harris & Co accept no liability for penalties incurred for late submission of returns due to the failure of either HM Revenue & Customs’ or Iris’s software.
17.1 Our employees have the right to work in a safe environment without threats or harassment from our clients. If you threaten, abuse or harass our employees we reserve the right to immediately cease work on your affairs and to charge you for the work that we have carried out so far. We may also levy a charge to handover information to your new accountants.
18. TIMING OF OUR SERVICES
18.1 If you provide us with all information and explanations on a timely basis in accordnace with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. However, failure to complete our services prior to such regulatory deadlines would not, of itself, mean that we are liable for any penalty or additional costs arising.
19. DATA PROTECTION
19.1 In this clause (19), the following definitions shall apply:
‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of proving our services to you, pursuant to our engagement letter with you;
‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time.;
‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
19.2 Our role as data controller:
19.2.1We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
19.2.2 You shall only disclose client personal data to us where:
•you have provided the necessary information to the relevant data subjects about its use (and you may use or refer to our privacy notice available at https://www.harrisandco.biz/privacy-policy for this purpose)
• you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
• you have complied with the necessary requirements under the data protection legislation to enable you to do so.
19.2.3 Should you require any further details about our treatment of personal data, please contact P J Harris.
19.2.4 We shall only process the client personal data:
• in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
• in order to comply with our legal or regulatory obligations; and
•where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at https://www.harrisandco.biz/privacy-policy) contains further details as to how we may process client personal data.
19.2.5For the purposes of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to our regulatory bodies or other third parties (for example our professional advisors or service providers). The third parties to whom we disclose such persona; data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.
19.2.6We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In the event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.
19.2.7We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.
19.2.8 In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
•we receive a request, complaint or any adverse of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
•we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
• we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, destruction, loss, or unauthorised disclosure or alteration of, the client personal data.
19.2.9Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.
19.3 Our role as data processor:
19.3.1We shall both comply with all applicable requirements of the data protection legislation. This clause 19 is in addition to, and does not relieve, remove or replace, either of our obligations under the data protection legislation.
19.3.2 We both acknowledge that for the purposes of the data protection legislation, you are the data controller and we are the data processor. Our letter of engagement sets out the scope, nature and purpose of processing by us, the duration of the processing and the types or personal data and categories of data subject.
19.3.3In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:
aprocess 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 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 court, government agencies and other third parties as and to the extent required by law;
dmaintain written records of our processing activities performed on your behalf which shall include (i) the categories of processing activities performed (ii) details of any on 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;
emaintain 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;
gensure 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 (clause 19);
iwhere 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:
i.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
ii. 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;
iat 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.
19.3.4 Without prejudice to the generality of clause 19.3.1, 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.
19.3.5 Should you require any further details regarding our treatment of personal data, please contact P J Harris.
19.4 This section includes certain details of the processing of client personal data.
19.4.1 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.
19.4.2 The nature and purpose of the processing of client personal data
The nature and purpose of the processing of client personal data is to provide those taxation services for which you have engaged us to assist you in fulfilling your legal obligations in relation to personal taxation.
19.4.3 The types of client personal data to be processed:
• full name, address, nationality and date of birth
• details of spouse/partners and dependents
• pensions contributions paid and received
• self employed income and expenses
• employment benefits
• dividend and savings income
• capital gains and inheritance tax
• other sources of income
19.4.3 The categories of data subject to whom the client personal data relates (where relevant):
• employees of the client
• the client as an individual
19.4.4 Your obligations and rights:
• your obligations and rights are set out in the engagement letter between us.
Updated May 2018