Standard terms of business

Date: 22nd March 2018

All engagements that we accept are subject to the following standard terms of business unless changes are expressly agreed in writing.

1. Professional obligations

1.1 We are a member of ICAS and in our conduct are subject to its Code of Ethics which can be found at www.icas.com/ethics/icas-code-of-ethics.  We will observe and act in accordance with the bye-laws and regulations of ICAS. We accept instructions to act for you on this basis.

1.2 Where we become aware of errors made by HM Revenue & 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.

1.3 We are a member of the Institute of Chartered Accountants of Scotland and in our conduct is subject to its Code of Ethics which can be found at www.icas.com/ethics/icas-code-of-ethics. This is available in English.

2. Professional indemnity insurance

2.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is AIG Europe Limited of The AIG Building, 2-8 Altyre Road, Croydon, Surrey, CR9 2LG.  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.

3. Fees

3.1 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.

3.2 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. 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 your provide us with is completed to the agreed stage.

3.3 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.

3.4 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.

3.5 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. Any queries you have on our invoices must be notified to us within 21 days of receipt or we shall deem you to have accepted that payment is due.

3.6 Where we have agreed that you will pay us on a standing order basis, we will discuss with you separately the amount and frequency of payments. These 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.

3.7 Where we offer you the facility to pay your professional fees by monthly instalments. We do not charge any interest or charges [except for default charges]. As these terms have been agreed after 18 March 2015 this instalment agreement is not a regulated credit agreement.

3.8 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 & 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.

3.9 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest).  We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. We accept settlement of fees by certain credit cards.

3.10 Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all documents and records in our possession.  We will only exercise this right where those documents and records relate specifically to the work undertaken on your behalf and until such times as all outstanding fees and disbursements are paid in full.

3.11 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.

4. Help us to give you the right service

4.1 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 Sarah Wilson or Paul Mannings.

4.2 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 ICAS.

4.3 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;
• either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

4.4 Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of three months or more we may issue to your last known address a disengagement letter and hence cease to act.

5. Commissions or other benefits

5.1 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. The fees that would be otherwise payable by you will be abated by such amounts. 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. 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.

6. Client monies

6.1 We may at times hold money on your behalf. Any such money will be held on trust in a client bank account, which is held separately to funds that belong to us. The client bank account will be operated, and all funds dealt with, in accordance with the ICAS Clients’ Money Regulations.

6.2 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. 

6.3 If the total sum of money held on your behalf exceeds £10,000 for a period of time of 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.

6.4 We will exercise reasonable skill and care to ensure that a fair rate of interest is earned.

6.5 Money held on your behalf in relation to probate services will be held in a separate client bank account ring-fenced for legal services. This will normally be a separate interest bearing client account for the estate in question. 

7. Retention of and access to records

7.1 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.

7.2 Whilst certain documents may legally belong to you it is our normal practice is to retain electronic copies for our files and return any original documents to you for your safekeeping.

8. Conflicts of interest and independence

8.1 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.

8.2 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 ICAS Code of Ethics which can be viewed at www.icas.com/ethics/icas-code-of-ethics . 

9. Confidentiality

9.1 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.

10. Quality control

10.1 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.

11. Applicable law

11.1 This engagement letter is governed by, and construed in accordance with, Scottish law. The Courts of Scotland 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.

11.2 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.

12. Changes in the Law

12.1 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.

12.2 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.

13. Internet communication

13.1 Unless you tell us otherwise we will at times use email or other electronic means to communicate with you.

13.2 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. Unless specifically stated, such communications should not be construed as an offer or acceptance, or to form part of a legally binding contract. Any views expressed in such communications are those of the individual sender, except where the sender specifically states them to be the views of A H & Co Limited.

13.3 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 form of communication and that all relevant communications should be by post. In accordance with the Data Protection Law we are required when transmitting personal information (including sensitive data or personal financial information) to encrypt all email communications to at least the minimum standard of FIPS 140-2.   We may be able to provide you with the means to communicate with us in an encrypted format.  If you do not agree to the use of encryption technology when required by law, you should notify us in writing that encrypted email is not an acceptable form of communication and that all relevant communications should be by post. 

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

14. Data Protection Law

14.1 During the course of our engagement you may disclose personal data to us in order that we may provide our services to you.  The processing of personal data is regulated in the UK by the General Data Protection Regulation EU 2016/679 as supplemented by the Data Protection Act 2018together with other laws which relate to privacy and electronic communications.  In this clause, we refer to these laws as "Data Protection Law".  In providing our services, we act as an independent controller and are, therefore, responsible for complying with Data Protection Law in respect of any personal data we process in providing our services to you.  Our privacy statement (as contained in appendix 1 to this letter and which can also be accessed at www.ah-ltd.co.uk/privacy) explains how we process personal data.  You are also an independent controller responsible for complying with Data Protection Law 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 Data Protection Law.  Terms used in this clause bear the same meanings as are ascribed to them in Data Protection Law.

15. The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017

15.1 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.
• Directors and staff in accountancy firms are required to report all knowledge or suspicion, or reasonable grounds to know or suspect, that a criminal offence giving rise to any direct or indirect benefit from criminal conduct has been committed, regardless of whether that offence has been committed by their client or by a third party.  If as part of our normal work we have knowledge or suspicion, or have reasonable grounds to know or suspect, that such offences have been committed we are required to make a report to the National Crime Agency.  It is not our practice to discuss such reports with you because of the restrictions imposed by the tipping off provisions of the UK anti-money laundering legislation.

16. General limitation of liability

16.1 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.

16.2 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.

16.3 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.

17. Use of our name in statements or documents issued by you

17.1 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.

18. Draft/interim work

18.1 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 you with written confirmation of matters stated orally.

19. Advice

19.1 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.

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

20. Intellectual property rights

20.1 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.

21. Internal disputes within a client

21.1 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 for the attention of thedesignated contact (as specified by the client). If conflicting advice, information or instructions are received from different individuals at the client we will refer the matter back to the proprietor or persons appointed to manage the business on behalf of the owners.

22. Provision of cloud-based services

22.1 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.

22.2 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.

22.3 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.

23. Investment services

23.1 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.

24. Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards

24.1 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 & Customs.

24.2 However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.

25. Provision of Services Regulations disclosures

25.1 We are a member of the Institute of Chartered Accountants of Scotland and in our conduct is subject to its Code of Ethics which can be found at www.icas.com/ethics/icas-code-of-ethics. This is available in English.

Appendix 1

AH&Co Limited - Privacy Statement

Who we are

This is the privacy statement of AH&Co Limited, Chartered Accountants, Chartered Tax Advisers and Registered Auditors, a company registered in Scotland with company number SC430923.

This privacy statement explains how we collect and use personal information about you.

What personal information we collect

We collect personal information of a type which allows us to offer accountancy, payroll and taxation services to individuals and other entities.  This often includes the collection of personal data such as full name, address, other contact details, date of birth, employer, national insurance number, tax reference number, employment income, savings income, details of investments, chargeable gains, pension providers, business income, marital status and details of ascendants and descendents. 

Where we collect personal information from

The majority of our personal data comes directly from our clients but is supplemented with information obtained from Companies House, HMRC and other government agencies.  In addition, we receive information direct from banks and other financial institutions where you have authorised them to disclose such information to us.

How we use your personal information

The purposes for which personal information is processed may include any or all of the following:

• deliver services and meet legal responsibilities
• verify identity where this is required
• communication by post, email or telephone
• understand needs and how they may be met
• maintain records
• process financial transactions
• prevent and detect crime, fraud or corruption

Who we share your personal information with

We do not share your personal data with any other organisation unless you have expressly requested for us to do so (for example, you may ask us to supply your mortgage broker with details of your last tax return or your bank with a copy of your last set of accounts). 

How long we retain your personal information for

We will retain your personal information on file for as long as you remain our client in order to continue to deliver services to you. In addition, we may retain personal information for a period of up to six years after you cease to become a client in fulfilment of our statutory obligations. In cases of probate we are required to retain information on our files for periods of up to twenty years. 

Holding personal information outside the EEA

We do not hold any personal information outside of the EEA. 

Your rights

Access to your information – You have the right to request a copy of the personal information about you that we hold.  

Correcting your information – We want to make sure that your personal information is accurate, complete and up to date and you may ask us to correct any personal information about you that you believe does not meet these standards.

Deletion of your information – You have the right to ask us to delete personal information about you where:

• You consider that we no longer require the information for the purposes for which it was obtained.
• We are using that information with your consent and you have withdrawn your consent – see Withdrawing consent to using your information below.
• You have validly objected to our use of your personal information – see Objecting to how we may use your information below.
• Our use of your personal information is contrary to law or our other legal obligations.

Objecting to how we may use your information – You have the right at any time to require us to stop using your personal information for direct marketing purposes.  In addition, where we use your personal information to perform tasks carried out in the public interest then, if you ask us to, we will stop using that personal information unless there are overriding legitimate grounds to continue.

Restricting how we may use your information – In some cases, you may ask us to restrict how we use your personal information.  This right might apply, for example, where we are checking the accuracy of personal information about you that we hold or assessing the validity of any objection you have made to our use of your information.  The right might also apply where this is no longer a basis for using your personal information but you don't want us to delete the data.  Where this right to validly exercised, we may only use the relevant personal information with your consent, for legal claims or where there are other public interest grounds to do so.

Automated processing – If we use your personal information on an automated basis to make decisions which significantly affect you, you have the right to ask that the decision be reviewed by an individual to whom you may make representations and contest the decision.  This right only applies where we use your information with your consent or as part of a contractual relationship with you. 

Withdrawing consent using your information – Where we use your personal information with your consent you may withdraw that consent at any time and we will stop using your personal information for the purpose(s) for which consent was given.

Please contact us in any of the ways set out in the Contact information and further advicesection if you wish to exercise any of these rights.

Changes to our privacy statement

We keep this privacy statement under regular review and will place any updates on this website.  Paper copies of the privacy statement may also be obtained from us on request.

This privacy statement was last updated on 22nd March 2018.

Contact information and further advice

Should you require any further information or advice please do not hesitate to contact us by writing to our office address of AH&Co Limited, 6 Logie Mill, Beaverbank Business Park, Edinburgh, EH7 4HG.

Complaints

We seek to resolve directly all complaints about how we handle personal information but you also have the right to lodge a complaint with the Information Commissioner's Office, whose contact details are as follows:

Information Commissioner's Office

Wycliffe House

Water Lane

Wilmslow

Cheshire

SK9 5AF

Telephone - 0303 123 1113 (local rate) or 01625 545 745

Website - https://ico.org.uk/concerns