Appendix – Standard Terms and Conditions of Business

Sharon Wray Accountancy Services

Standard terms and conditions of business

In these Terms and Conditions and Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement” means these Terms and Conditions of Service as they relate to the Schedule/Quotation or Letter
“Business Day” a normal scheduled working day (Monday to Friday) performed during the hours of 0800 to 1630 hours, excluding Public, Bank and Statutory Holidays, on which banks generally are open for the transaction of normal banking business (other than solely for trading and settlement in euros)
“Buyer” means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Supplier)
“Commencement Date” the commencement date for this agreement as set out in the schedule
“Conditions” means these Terms and Conditions of Service
“Delivery Point” the address at which delivery of the Goods and or performance of the Services is to take place as specified in the Buyer’s order acknowledgement
“Services” means the services to be provided by the Supplier to the Buyers as set out in the Schedule/Quotation or Letter
“Supplier” means Sharon Wray Accountancy
“Terms of Payment” means the terms of payment of Fees as set out in the Schedule.
“Personnel” means all directors, officers, employees, agents, consultants and contractors of the Supplier engaged in the performance of their obligations under this Agreement.
“Data Protection Legislation” The GDPR, the LED and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 subject to Royal Assent to the extent that it relates to processing of personal data and privacy; (iiii) all applicable Law about the processing of personal data and privacy;
“Data Protection Impact Assessment” an assessment by the Purchaser of the impact of the envisaged processing on the protection of Personal Data.
“Data Controller, Data Processor, Data Subject, Personal Data Breach, Data Protection Officer” take the meaning given in the GDPR.
“Data Loss Event” any event that results, or may result, in unauthorised access to Personal Data held by the Supplier under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach.
“Data Subject Access Request” a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data.
“DPA 2018” Data Protection Act 2018.
“GDPR” the General Data Protection Regulation (Regulation (EU) 2016/679)
“Law” means any law, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of Section 2 of the European Communities Act 1972, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which the Contract is bound to Comply.
“Led” Law Enforcement Directive(Directive (EU) 2016/680).
“Protective Measures” appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it.
“Sub-Processor” any third Party appointed to process Personal Data on behalf of the Data Processor related to this Agreement.
  1. Applicable Law

    My engagement letter, the schedule of services and my 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, I am required to identify my clients for the purposes of the UK anti-money laundering legislation. I may request from you, and retain, such information and documentation as I require for these purposes and/or make searches of appropriate databases.

  3. Complaints

    I am committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of my service please contact me. I agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to my professional body The Association of Accounting Technicians.

  4. Confidentiality

    Communication between us is confidential and I shall take all reasonable steps to keep confidential your information except where I am required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless I am authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.

    I may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

    I 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.

  5. Conflicts of interest

    I will inform you if I become aware of any conflict of interest in my relationship with you or in my relationship with you and another client unless I am unable to do so because of our confidentiality obligations. I 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 I regret that we will be unable to provide further services. If this arises, I will inform you promptly.

    If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then I will adopt those safeguards. Where possible this will be done on the basis of your informed consent. I reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.

  6. Conflicts of interest

    I will inform you if I become aware of any conflict of interest in my relationship with you or in my relationship with you and another client unless I am unable to do so because of our confidentiality obligations. I 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 I regret that we will be unable to provide further services. If this arises, I will inform you promptly.

    If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then I will adopt those safeguards. Where possible this will be done on the basis of your informed consent. I reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.

  7. Data Protection and Processing

    I confirm that I will comply with the provisions of the Data Protection Act 2018 when processing personal data about you. In order to carry out the services of this engagement and for related purposes such as updating and enhancing my client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention I may obtain, process, use and disclose personal data about you.

    6.1  Each party confirms that they hold, and during the currency of this Agreement will maintain, all registrations and notifications required in terms of the GDPR which are appropriate to the performance of their obligations under this Agreement.

    6.2  Each party confirms that in the performance of this Agreement, they will comply with the GDPR and in particular, the Data Protection Principles set out in the GDPR, and with the guidance notes issued from time to time by the Information Commissioner’s Office.

    6.3  The Client and the Supplier acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data. The only processing that the Supplier is authorised to do is listed in the Services, as agreed between the Supplier and the Client, and may not be determined by the Supplier.

    6.4  The Supplier shall notify the Client immediately if it considers that any of the Client’s instructions infringe the Data Protection Legislation.

    6.5  If the Supplier’s assistance is necessary and relevant, the Supplier shall provide all reasonable assistance to the Client in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may include:

    i.  a systematic description of the envisaged processing operations and the purpose of the processing;

    ii.  an assessment of the necessity and proportionality of the processing operations in relation to the Services;

    iii.  an assessment of the risks to the rights and freedoms of Data Subjects; and

    iv.  the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.

    6.6  The Supplier shall, in relation to any Personal Data processed in connection with its obligations under this Agreement:

    i.  process that Personal Data only in accordance with the Services;

    ii.  take appropriate measures to ensure the security of processing;

    iii.  assist the Client in meeting its GDPR obligations in relation to the security of processing;

    iv.  ensure that it has in place Protective Measures, appropriate to the risks of varying likelihood and severity for the rights and freedoms of Data Subjects, to protect against a Data Loss Event, having taken account of the:

    (i)  nature, scope, context, and processing purposes of the data to be protected;

    (ii)  harm that might result from a Data Loss Event;

    (iii)  state of technological development; and

    (iv)  cost of implementing any measures;

    v.  ensure that:

    (i)  the Supplier Personnel do not process Personal Data except in accordance with this Agreement (and in particular the Services);

    (ii)  it takes all reasonable steps to ensure the reliability and integrity of any Supplier Personnel who have access to the Personal Data and ensure that they:

    (A)  are aware of and comply with the Supplier’s duties under this clause;

    (B)  are subject to appropriate confidentiality undertakings with the Supplier;

    (C)  are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless directed in writing to do so by the Client or as otherwise permitted by this Agreement; and

    (D)  have undergone adequate training in the use, care, protection and handling of Personal Data;

    vi.  not transfer Personal Data outside of the EEA;

    vii.  only act on the written instructions of the Client unless required by law to act without such instructions;

    viii.  at the written direction of the Client, delete or return all Personal Data (and any copies of it) as agreed to the Client on termination of the Agreement.

    6.7  Subject to clause 7.8, the Supplier shall notify the Client immediately if it:

    i.  receives any request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation;

    ii.  receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement;

    iii.  receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or

    iv.  becomes aware of a Data Loss Event.

    6.8  The Supplier’s obligation to notify under clause 7.7 shall include the provision of further information to the Client in phases, as details become available.

    6.9  Taking into account the nature of the processing, the Supplier shall provide the Client with assistance in relation to either Party’s obligations under Data Protection Legislation and any complaint, communication or request made under clause 7.7 (and insofar as possible within the timescales reasonably required by the Client) including by providing:

    i.  the Client with full details and copies of the complaint, communication or request;

    ii.  such assistance as is reasonably requested by the Client to enable the Client to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;

    iii.  the Client, at its request, with any Personal Data it holds in relation to a Data Subject;

    iv.  assistance as requested by the Client following any Data Loss Event;

    v.  assistance as requested by the Client with respect to any request from the Information Commissioner’s Office, or any consultation by the Client or Client’s Client with the Information Commissioner’s Office.

    6.10  The Supplier shall maintain complete and accurate records and information to demonstrate its compliance with this clause.

    6.11  The Supplier shall allow for audits and inspections of its Data Processing activity by the Client or the Client’s designated auditor.

    6.12  The Supplier shall designate a Data Protection Officer as required by the Data Protection Legislation.

    6.13  The Supplier is given general authorization to engage third-parties to process the Personal Data (i.e. “Sub-Processors”) without obtaining any further written, specific authorization from the Client, provided that the Supplier notifies the Client in writing about the identity of a potential Sub-Processor (and its processors, if any) before any agreements are made with the relevant Sub-Processors and before the relevant Sub-Processor processes any of the Personal Data. If the Client wishes to object to the relevant Sub-Processor, the Client shall give notice hereof in writing within three (3) working days from receiving the notification from the Supplier. Absence of any objections from the Client shall be deemed a consent to the relevant Sub-Processor.

    6.14  Before allowing any Sub-Processor to process any Personal Data related to this Agreement, the Supplier must:

    i.  enter into a written agreement with the Sub-Processor which gives effect to the terms set out in this clause 7 such that they apply to the Sub-Processor; and

    ii.  provide the Client with such information regarding the Sub-Processor as the Client may reasonably require.

    6.15  The Supplier shall remain fully liable for all acts or omissions of any Sub-Processor.

    6.16  The Supplier will not transfer Personal Data outside of the EEA unless explicitly requested in writing by the Client to do so.

    6.17  Subject to clause 7.16, the Supplier shall only enable the transfer of personal data to a country outside the EEA if the Client has provided a mechanism from which an adequate level of data protection can be adduced. In the absence of an adequacy decision, then the transfer would be enabled only if

    i.  appropriate safeguards have been provided; and

    ii.  on condition that data subjects have enforceable rights in that country with respect to the data.

  8. Disengagement

    Should I resign or be requested to resign I will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

  9. Electronic and other communication

    Unless you instruct me otherwise I may 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. I 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 I cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can I 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 accept in return for greater efficiency and lower costs. If you do not wish to accept these risks please let me know and I will communicate by hard copy, other than where electronic submission is mandatory.

    Any communication with you sent through the post or DX system is deemed to arrive at your postal address three working days after the day that the document was sent.

  10. Fees and payment terms

    My fees may 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 I provide, as well as the level of risk.

    If I provide you with an estimate of my fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.

    Where requested I may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not my practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to me, due to unforeseen circumstances, that a fee quote is inadequate, I reserve the right to notify you of a revised figure 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 me you will need to advise us of any such insurance cover that you have. You will remain liable for my fees regardless of whether all or part are liable to be paid by your insurers.

    My invoices are due for payment within 7 days of receipt unless a regular direct debit has been set up. My fees are exclusive of VAT which will be added where it is chargeable.

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

    I 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. I also reserve the right to suspend my services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. I 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 me within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

  11. Implementation

    I will only assist with implementation of my advice if specifically instructed and agreed in writing.

  12. Intellectual property rights

    I will retain all copyright in any document prepared by me during the course of carrying out the engagement save where the law specifically provides otherwise.

  13. Interpretation

    If any provision of this engagement letter, schedules of services or standard terms and conditions 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 standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.

  14. Internal disputes within a client

    If I 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 my client is the business and I will not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties I will continue to supply information to the registered office for the attention of the directors. If conflicting advice, information or instructions are received from different directors/principals in the business I will refer the matter back to the board of directors and take no further action until the board has agreed the action to be taken.

  15. 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, I may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body as I am not authorised to give such advice.

  16. Lien

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

  17. Limitation of liability

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

    Exclusion of liability for loss caused by others

    I will not be liable if such losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision of incomplete, misleading or false information or if they are caused by a failure to act on my advice or a failure to provide relevant information

    Exclusion of liability in relation to circumstances beyond our control

    I will not be liable to you for any delay or failure to perform my 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.

    I will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service I am providing is withheld or concealed from me or misrepresented to me. 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 I have agreed to perform with reasonable care and skill) have been evident without further enquiry beyond that which it would have been reasonable to have carried out in the circumstances.

    Indemnity for unauthorised disclosure

    You agree to indemnify me 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 my advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at my usual rates for the time that I spend in defending it.

  18. 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.

  19. 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 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.