A. FEES

Our fees are charged within the guidelines of the Institute of Chartered Accountants in England and Wales (‘ICAEW’) and are computed on the basis of the
time spent on your affairs. Time may be spent by partners and staff at the level of seniority and experience deemed necessary, whether in speaking to you
or to other people on the telephone, writing letters and dictating notes, travelling to and attending meetings with you and/or other people and any other
actions that are considered necessary to represent your interests.

If particular levels of expertise are called for at any time, due to the unusual or complicated nature of the work, these rates may rise according to the
circumstances. All hourly rates are subject to periodic reviews.

It is not possible to estimate in advance the amount of costs that will be incurred in certain types of matter, for example taxation work, because we
cannot anticipate how the tax authorities will respond to a particular case. Much will depend on the extent to which the authorities oppose the steps we take on your behalf and the subsequent action we are forced to take.

If you do not accept that an invoiced fee is fair and reasonable you must notify us within 10 days of receipt, failing which you will be deemed to have accepted that payment is due.

B. ELECTRONIC COMMUNICATION

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.

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

On occasions we may contact you by email with information we believe to be of relevance to you. If you do not wish to receive this please let us know.

C. MONEY LAUNDERING PROCEEDS OF CRIME ACT 2002 AND MONEY LAUNDERING REGULATIONS 2017

As with other professional service 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 appointment.

The provision of accountancy services is a business in the regulated sector under the Proceeds of Crime Act 2002 and as such, partners and staff in accountancy and audit 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 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.

In common with all accountancy and legal practices, we are required by the 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.
D. CLIENT MONIES

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. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.

In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Lloyds TSB Bank PLC for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.

E. EXTERNAL REVIEW

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.

F. DATA PROTECTION

In this clause F, 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 providing 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;
  • ‘GDPR’ means the General Data Protection Regulations ((EU) 2016/679); and
  • ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

For business clients only, we 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.

You shall only disclose client personal data to us where:

  1. you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available on our website for this purpose);
  2. 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
  3. you have complied with the necessary requirements under the data protection legislation to enable you to do so.

Should you require any further details regarding our treatment of personal data, please contact our Managing Partner, Jeremy Gardner.

We shall only process the client personal data:

  1. in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
  2. in order to comply with our legal or regulatory obligations; and
  3. where it is necessary for the purpose of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available on our website) contains further details as to how we may process client personal data.

For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client data to members of our firm’s network, our regulatory bodies or other third parties (for example, our professional advisors or services providers). The third parties to whom we disclose such personal 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.

We 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.

In respect of the client personal data, provided that we are legally required to do so, we shall promptly notify you in the event that:

  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 our processing of their personal data;
  2. 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
  3. we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.

Upon 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.

In accordance with our obligations under anti-money laundering legislation your personal data will be processed for the purpose of preventing money laundering or terrorist financing, and as you otherwise agree, for example, in order for us to provide the services for which you engage us.

G. STORAGE OF PAPERS

We will keep our file of papers (except for any of your papers which you ask to be returned to you), in hard copy or electronic format, for seven years and on the understanding that we have your authority to destroy the file at the end of the year following the seventh anniversary of receipt of the relevant information.  We will not destroy documents you ask us to deposit in safe custody, and appropriate charges will be made for this service.

We do not normally make a charge for retrieving stored papers or deeds in response to continuing or new instructions to act for you.  However, we reserve the right to make a charge based on the time we spend on reading papers, writing letters or other work necessary to comply with the instructions.

H. INVESTMENT BUSINESS – OUR STATUS

If, during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not. However, as we are regulated for a range of investment business activities by the ICAEW, we may be able to provide certain investment services where these are complementary to or arise out of the professional services we are providing to you.

I.  FEE PROTECTION SCHEME

Roffe Swayne charges for the provision of the Fee Protection Service on the basis of a table of standard charges depending on the nature of the client and their tax affairs.

In order to provide a fee protection service to our clients, Roffe Swayne has an underlying insurance policy with a separate independent company regulated by the Financial Conduct Authority to provide insurance in the event of a tax investigation by HM Revenue & Customs. The charges levied to clients covers the cost of the insurance policy and a small additional charge for our administration costs in liaising with the insurance provider. No commission is payable in respect of the insurance premium.

J. COMPLAINTS PROCEDURE

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 telephoning or writing to the partner dealing with your affairs. Should you consider that the partner responsible for your affairs is not appropriate for initial contact, please contact Jeremy Gardner.

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 ICAEW.

In the unlikely event that we cannot meet our liabilities to you, in respect of any services provided under paragraph I above only, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme.

K.  APPLICABLE LAW

The engagement letter including these Terms of Business 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 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 the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

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.

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.

L. CONFIDENTIALITY

Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.

M. THE PROVISION OF SERVICES REGULATIONS 2009

We are registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk under reference number C005363135.

Audit regulations can be accessed at www.icaew.com/regulations. Ethical Standards for Auditors can be accessed at www.frc.org.uk.

Our lead professional indemnity insurer is Axis Specialty Europe SE, 4th Floor, Plantation Place, South 60 Great Tower Street, London EC3R 5AZ. The territorial coverage is worldwide but excludes professional business carried out from an office in the United States of America or Canada or for a United States of American or Canadian business unless previously agreed. The coverage also excludes any action for a claim brought in any court in the United States of America or Canada.