1. Applicable Law

Our engagement letter, the schedule of services and our standard terms and conditions of business 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.

2. Client Identification

As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation.   We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.

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 terms of payment and receipt of any such commissions or benefits.   The fees you would otherwise pay will be reduced by the amount of the commissions or benefits. When we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply  the HMRC  concession  which allows VAT to be calculated on the net fee after deduction of the commission.

5. Complaints

We are  committed  to  providing  a  high quality service that is both efficient and effective.  However, should there be any cause for complaint in relation to any aspect of our service please contact Daniel Jaworski at daniel@go2accountants.co.uk

Where your complaint relates to that person, you should instead contact Daniel Jaworskidaniel@go2accountants.co.uk.

 We agree to  look  into  any complaint carefully and promptly and do everything reasonable to put it right

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 subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
We reserve the right, for the purpose of promotional activity, training or for similar business purpose, to 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. 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.

8. Data Protection

We will comply with the provisions of the Data Protection Act 1998 when processing personal data about you, your directors  and employees and your/their family/ies. 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.

9. Disengagement

Should we resign or be requested to resign we may issue you with a disengagement letter to ensure that our respective responsibilities are clear.

Should we have no contact from you for a period  of  one year or more we may issue a disengagement letter and thereafter cease to act.

10. Electronic and Other Communication

Unless you instruct us not to, we will, 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 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 agree to 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 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.

We will provide you with a quote of our fees in advance of undertaking the work which we will ask you to accept. 

Where a quote is provided for annual ongoing work, we will review the original quote on an annual basis and agree any increase with you in writing.

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 fees are exclusive of VAT which will be added where it is chargeable.

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

It is our normal practice to ask clients to pay by monthly direct debit or by Standing Order and to periodically adjust the monthly payment. Direct debits will be collected via GoCardLess  https://gocardless.com. We will issue you with a VAT invoice for all payments made by direct debit.

The monthly subscription fee paid via Direct Debit or Standing Order is non-refundable. You may cancel your subscription to our services at any time; however, any charges incurred prior to cancellation will not be refunded. Upon cancellation, any outstanding or unbilled work completed up to the cancellation date will be invoiced in full. By subscribing, you agree to these payment terms and acknowledge your responsibility for any fees incurred up to the point of cancellation.

Where there is no direct debit  in force payment is due within  five days of our invoice being presented to you.

We reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees  is  unduly delayed.   We intend  to exercise these rights only where it is fair and reasonable to do so.

If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

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 and the remainder of this agreement shall be interpreted as if such provision had never been inserted.

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 normal place of business for the attention of the directors or proprietors or individual]. 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/ the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.

16. Investment Advice (including insurance mediation services)

Investment business is regulated under the Financial Services and Markets Act 2000.

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

17. Lien

 Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

18. Limitation of Liability

We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.

Exclusion of liability for loss caused by others

We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by 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 caused by 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

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

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  hall   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 beyond that which  it  would  have been reasonable for us to have carried out in the circumstances.

Indemnity for unauthorised disclosure

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.

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 make available to them.   A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third  party under the Contracts (Rights  of Third   Parties)  Act 1999.

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.

Each of us may terminate this agreement by giving not less than 21 days’ notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately.

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

In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately.   In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

21. Professional  Rules  and Statutory Obligations

We will observe and act in accordance with  the bye-laws, regulations and ethical guidelines of HMRC 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 at our offices.

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

Individuals, trustees and partnerships with trading or rental income: 5 years and 10 months after the end of the tax year;

otherwise: 22 months after the end of the tax year

Companies, LLPs and other corporate entities: 6 years from the end of the accounting period;

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. Tax Enquiry Fee

Protection Insurance

We provide a Tax Enquiry Fee Protection Service. The service is backed by  an insurance policy under which we can claim the costs of defending you in HMRC tax enquiries.

The  costs of dealing with HMRC tax enquiries are not included in our normal annual fees and clients who do not pay for  the service will  be charged  the full amount of any such costs.

25, The Provision of Services Regulations  2009 (‘Services  Directive’)

We hold professional indemnity insurance. Details about the insurer and coverage will be provided to you if requested.

26. Go2 Accountants Limited – 12639295

Registered Office: 4 Newstead Court, 41 Newstead Road, Bournemouth, BH6 3HL

Principal: Daniel Jaworski