1 Applicable law and dispute resolution
The engagement letter, together with the schedule(s) of services and these terms of business, is 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 the engagement letter and any matter arising from it on any basis. 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.
If any provision of the engagement letter, schedule(s) of services or these terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or schedule(s) of services, the relevant provision in the engagement letter or schedule(s) of services will take precedence.
3 Client identification
As with other professional service 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, and you will provide to us, such information and documentation as we require for these purposes, and you authorise us to make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
4 Period of engagement and termination
Unless otherwise agreed in the engagement 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 any work done or advice given before that date.
Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party except if you fail to cooperate with us or we have reason to believe that you have provided us 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 before termination.
We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.
In the event of termination of this engagement, 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.
In the event of early termination of this engagement, our fees will include time and other costs necessarily incurred to bring the engagement to an orderly conclusion.
We reserve the right to levy a charge for providing access to our working papers to a successor firm, either where we are legally obliged to do so or at your specific request.
Should we resign or be requested to resign, we may issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of twelve months or more, we may issue to your last known address a disengagement letter and thereby cease to act.
5 Professional rules and statutory obligations
We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the Institute of Chartered Accountants in England and Wales (ICAEW), and will accept instructions to act for you on this basis.
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 online at icaew.com/en/membership/regulations-standards-andguidance.
We confirm that we are statutory auditors eligible to conduct audits under the Companies Act 2006. When conducting audit work, we are required to comply with the Ethical and Auditing Standards issued by the FRC, which can be accessed online at www.frc.org.uk/Our-Work/Codes-Standards/Audit-andassurance/Standards-and-guidance/Standards-and-guidancefor-auditors.aspx. We are also required to comply with the Audit Regulations and Guidance which can be accessed at icaew.com/en/technical/audit-and-assurance/working=in-theregulated-area-of-audit.
6 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, unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we may be unable to provide further services while the conflict continues.
Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.
You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by your, both during and after this engagement. This may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
In addition, if we act for other clients who interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.
You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
You agree that we may discuss your affairs openly with any other of your advisors unless you expressly instruct us to the contrary.
We reserve the right, for the purpose of promotional activity, training or for similar business purposes, to mention that you are a client. We will not disclose any confidential information.
If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained. We may occasionally need to make available certain of your data held on our systems to our software suppliers in order to resolve processing problems that we may encounter. You authorise us to disclose to our software suppliers such information and data that we hold in order that they may investigate and rectify any problems we have experienced with your data during its processing, unless you expressly instruct us to the contrary.
8 Data Protection
9 Electronic and other communication
Unless you instruct us otherwise we may, if 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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or for communications which are corrupted or altered after despatch. Nor can we accept 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 when electronic submission is mandatory.
Any communication by us with you sent through the post or DX system is deemed to arrive at your postal address two working days after the day on which the document was sent.
10 Fees and payment terms
Our fees will normally be based not only upon the time spent on your affairs, but also on the level of skill and responsibility, the importance and value of the advice that we provide, and the level of risk involved. It is our normal practice to issue requests for payment where applicable, and VAT invoices will be issued once payment has been received.
Unless it is explicitly confirmed in writing to be a fixed price, if we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding.
If it becomes apparent to us that, due to unforeseen circumstances, a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
It is, in addition, our normal practice to issue interim requests for payment when dealing with continuous or recurring work. VAT invoices will then be issued once payment has been received.
In relation to audit and special assignments (including tax special work) with fees of £5,000 and over, the fee will be billed as follows:
- 30% at the completion of the planning;
- 50% at the conclusion of the fieldwork;
- 20% on the completion of the assignment.
For assignments with fees below £5,000, these will be billed as follows:
- 50% at the conclusion of the fieldwork; and
- 50% on the completion of the assignment.
For private tax clients, we will issue quarterly requests for payment during the year following the end of the tax year to which our work will relate and based on an estimate of the anticipated fee for the previous tax year, subject to any adjustment in the final quarterly fee. VAT invoices will then be issued once payment has been received.
Our requests for payment are due for settlement on presentation, unless we have agreed other payment arrangements in writing. Our fees are exclusive of VAT, which will be added where it is chargeable. Any disbursements we incur on your behalf, and expenses incurred in the course of carrying out our work for you, will be added to our requests for payment where appropriate.
Unless otherwise agreed, our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.
We reserve the right to charge interest on late-paid fees at 2% above HSBC Bank Plc base rate ruling on the date the payment is due, 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 will exercise these rights only where it is fair and reasonable to do so.
If you do not accept that a fee is fair and reasonable, you must notify us in writing within 21 days of receipt, failing which you will be deemed to accept that the fee is fair and payment is due.
In signing the engagement letter, the person or persons so doing confirm that they have authority to bind the entity to which the letter is addressed to the terms of the engagement. Where that is not the case, we reserve the right to seek payment from the person or persons signing the letter, and you agree that we shall be entitled to enforce any such sums due against the individual or entity nominated to act for you.
11 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 same will apply where the payment is made to, or the transactions are arranged by, a person or business connected with ours. The fees you would otherwise pay will not normally be reduced by the amount of the commissions or benefits. Where, exceptionally, we do 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.
12 Client money
We may, from time to time, hold money on your behalf. Such money will be held in trust in a non-interest bearing client bank account with HSBC Bank Plc (or such other bank as we may choose from time to time), which is segregated from the Firm’s funds. We will inform you in writing if we use a bank other than HSBC Bank Plc. You accept responsibility for the security of the money so held, and we will not be responsible to you for such money if the bank in question is unable to meet its responsibilities. If you wish us to use another bank, you must instruct us accordingly, and you will be responsible for any additional costs that may result. The client bank 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.
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 client bank account designated to you. This account will be non-interest bearing unless you specifically request that such funds are held in a separate interest-bearing client bank deposit account. All interest earned on such money that is credited to a client bank deposit account by the bank will remain in the account until you specifically request in writing that it be paid to you. Subject to any tax legislation, any interest will be paid gross. No interest will be paid to you on sums held in non-interest bearing client bank accounts.
Any charges rendered by the bank on the operation of the general client bank account relating to the money held in that account on your behalf, or on a separate client bank account designated to you, will be deducted as incurred.
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, we may pay any such unclaimed monies to a registered charity.
13 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.
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
15 Intellectual property rights
We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement, save where the law specifically provides otherwise.
You are not permitted to use our name in any statement or document 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.
Nothing in the engagement letter, schedule(s) of services or these terms of business shall be construed so as to prevent PKF Littlejohn LLP from using techniques, expertise and ideas gained during the performance of the engagement in the furtherance of other client work. Such use must not result in a disclosure of confidential information in breach of section 7 above or an infringement of any of your intellectual property rights.
16 Internal disputes within a client
In this clause:
“Entity” means the client as defined in the engagement letter, where the client is other than a sole individual;
“the Parties” means the individual(s) or other entity (or entities) who comprise the client, or are involved in the ownership or management of the client, and “Party” shall be construed accordingly; and
“the Main Contact” means the Party or Parties from whom we normally accept instructions in relation to the Entity.
If we become aware of a dispute between the Parties, it will normally be the case that our client is the Entity rather than any particular Party. Consequently, we will 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 contact address of the Entity for the attention of the Main Contact.
If we receive conflicting advice, information or instructions from different Parties, we will refer the matter back to the Main Contact as appropriate, and take no further action until the Main Contact has instructed us as to the action to be taken.
17 Investment advice (including insurance mediation services)
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 licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.
We may therefore be able to:
- advise you on investments generally, but not recommend a particular investment or type of investment;
- refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA), and assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but 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;
- advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
- advise and assist you in transactions concerning shares or other securities or other securities not quoted on a recognised exchange;
- assist you in making arrangements for transactions in investments in certain circumstances; and
- manage investments or act as trustee (or an attorney under a power of attorney) where decisions to invest are taken on advice of an authorised person,
For corporate clients 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, valuations and methods of such valuations;
- arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
- arrange for the issue of new shares; and
- act as the addressee to receive confirmation of acceptance of offer documents etc.
In the unlikely event that we cannot meet any liabilities owed to you arising out of such exempt regulated investment services undertaken, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme.
We are not authorised by the Financial Conduct Authority. However we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by The Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register
18 Exclusion of liability
We will not be responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information, or your failure to act on our advice or respond promptly to communications from us.
You agree to hold harmless and indemnify us, our members, partners, employees, agents and consultants against any misrepresentation (intentional or unintentional) supplied by you to us orally, or in writing, in connection with this engagement.
To the maximum extent possible under law, 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.
Neither we nor you will be liable to the other for the effect of any delay or total or partial failure to fulfil relevant duties and obligations under the engagement to the extent that any delay or failure arises from causes beyond our and your control including, but not limited to, any act of God, fire, act of Government or war, commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes or whatever nature or any other reason beyond our and your control. If such reasons continue to prevent performance of either party’s duties and obligations for a period of more than 60 days, the parties shall consult together for the purpose of agreeing what action should be taken.
19 Exclusion of liability to third parties
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 or otherwise in writing 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 under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
In the event that we find ourselves subject to a claim from another party arising out of this engagement (other than as a result of our own negligence or wilful default), any claim established against us, and the costs we necessarily incur in defending it, would form part of the expenses we would look to recover from you.
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.
20 Retention of papers
You have a legal responsibility to retain documents and records relevant to your affairs for the relevant statutory period. During the course of our work, we may collect information from you and others relevant to your financial affairs. We will return any original documents to you if requested, on the understanding that you will retain them for the relevant statutory period.
Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 15 years old, except documents we think may be of continuing significance. You must tell us, in writing, if you require the return of any specific documents, or the retention of them for a longer period.
Insofar as we are permitted to 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, including any relevant interest, are paid in full.
Our employees are allocated to work on your affairs on the understanding that you will not offer employment to, nor employ, any of our employees who have either been involved during our assignment, or with whom you have been dealing in any other capacity, unless our written consent is obtained. If such consent is given, we reserve the right to invoice you 30% (plus VAT) of the annual salary of the employee.
23 PKF International Limited
PKF Littlejohn LLP is a member firm of the PKF International Limited family of legally independent firms. Neither the other member firms nor the correspondent firms of the network nor PKF International Limited is responsible or accepts liability for the work or advice which PKF Littlejohn LLP provides to its clients. You acknowledge and accept that such other member and correspondent firms and PKF International Limited do not owe you any duty in relation to the work or advice which we will from time to time provide to you or are required to provide to you.
24 Independence of the parties
In connection with this engagement, each party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the parties for any purpose, except as agreed in writing.
25 Assignment of contract
No party to this engagement shall assign, transfer, sub-contract or in any way make over to a third party the benefit and/or burden of this Contract without prior written consent of all other parties. However, this does not prevent us from sub-contracting our services in accordance with section 7 of these terms of business.
26 Delay in enforcement of terms
The delay or failure by any party to exercise or enforce any of its rights under this engagement shall not constitute or be deemed a waiver of that party’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
27 Professional indemnity insurance
Our leading professional indemnity insurer is Markel International Insurance Company Limited, who can be contacted via our insurance brokers Howden Windsor of 71 Fenchurch Street, London EC3M 4BS. The policies comply with the requirements of the Institute of Chartered Accountants in England and Wales and the Financial Conduct Authority, and the territorial and jurisdictional cover is worldwide.
28 The Consumer Contracts (Information, Cancellation
and Additional Charges) Regulations 2013
Where this engagement is with a private individual, we confirm that, where the Regulations apply, we have complied with the provisions of Regulations 9 to 14 and Regulation 16.
29 Quality control
30 Timing of our service
31 VAT registration
Our VAT registration number is 440 4982 50.
32 Audit Registration
Our audit registrations, which are detailed at www.auditregister.org.uk, are listed below:
• UK - reference number C002139029;
• Isle of Man – reference number C002139029 (https://www.iomfsa.im/auditors/register-ofrecognised-auditors)
• Jersey – reference number C002139029 (www.jerseyfsc.org/the-commission/recognizedauditors/register-of-recognized-auditors)
• United States - Public Company Accounting Oversight Board - firm number 2814 (https://pcaobus.org/Pages/AuditorSearch.aspx); and
• Canada – Canadian Public Accountability Board – firm number 16895 (http://www.cpabccrc.ca/en/firms/Pages/default.aspx)