Terms of Business

Commence date

These Standard Terms of Business and the Letter of Engagement come into effect on the date you receive them from us. If you do not return a copy, signed as requested, but continue to act in a manner indicative of acceptance, we will assume that you have accepted these conditions.

Our firm

Your engagement is with Price Bailey LLP, Price Bailey Audit & Assurance LLP or Price Bailey Private Client LLP as stated in the accompanying engagement letter. This firm is referred to as “we” or “us” in this document.

Price Bailey LLP provides a broad range of general financial, accounting, audit and taxation services to our clients, including forensic accounting, corporate finance, human resources and insolvency. We confirm that we are Registered Auditors eligible to conduct audits under the Companies Act 2006. Price Bailey Private Client LLP provide probate, taxation and accounting services.

The Price Bailey group includes Price Bailey Group Limited and its subsidiaries and associates from time to time.

We may at our discretion, engage, delegate or outsource the work required of us to other members of the Price Bailey group or to our subcontractors and you consent to such an arrangement and the file and information sharing required in such circumstances. In the event we do so delegate, the business carrying out the work will do so as our agent, unless they have engaged directly with you, and we will retain responsibility for the performance of the services provided to you and these terms of business will continue to apply between us. As part of our quality control procedures, it is possible that our files on your affairs might be reviewed by a person not connected with the group. Any such reviewer would be bound by us to the same confidentiality and other ethical guidelines which we follow.

Occasionally, we may at your request and at short notice perform work, the scope of which has not been set out in writing, without the opportunity to research or discuss the matter fully. Work performed in such circumstances is therefore limited and should only be relied on by you where it is not critical to your planning. You should make it clear if you require such advice to be re-considered without time pressure and confirm this in writing or otherwise. In such circumstances, these Standard Terms of Business shall apply.

Independent financial advice

We are not authorised by the Financial Conduct Authority (“FCA”) to conduct investment business. However we are licensed by the Institute of Chartered Accountants in England and Wales (“ICAEW”) to conduct certain investment services where these are complementary to, or arise out of, the professional services we are providing to you. In particular we may:

• Advise you on investments generally, but not recommend a particular investment or type of investment;
• Assist you in making arrangements for transactions in investments in certain circumstances;
• Advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
• Manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

If you require other financial advice we may refer you to a firm of independent financial advisors.

As part of the provision of the services that we have agreed to provide to you there may be occasions when we will contact you without your express permission concerning investment business matters. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.

Information and documents

We must have access to all the information that we need to carry out our responsibilities, including all documents prepared by third parties.

You therefore agree to provide us promptly with all information and documents which appear to you to be relevant to your affairs and any other information or documents that we specifically request. We will endeavour to ensure that all reports are prepared within statutory deadlines. If such deadlines are not suitable, new deadlines must be communicated clearly and within a reasonable time period.

Conduct

Price Bailey is committed to ensuring that we provide our people with a safe working environment where they are treated, and treat others, with dignity and respect. We will not condone any form of harassment, sexual harassment, bullying or verbal abuse of our staff. We therefore require our clients to take reasonable measures to ensure that our staff can meet with them in an environment (physical or virtual) that is similarly safe and secure

Records

During the course of our work, various documents will be created to assist in the provision of services to you. All such documents, as well as any intellectual property and knowledge used, made or discovered by us during the provision of these services to you, shall belong to us and be our absolute property.

It is our policy to destroy correspondence and other papers which we store which are more than seven years old, unless we believe the documents may be of continuing significance.

Ethical and practice guidelines

In accepting the terms of this letter, you recognise that we shall comply with our governing bodies’ ethical and practice guidelines to correct any errors. We also have a number of regulatory and legal obligations that may require us to report certain information, transactions, schemes or practises that we become aware of while acting for you. We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the ICAEW and accept instructions to act for you on this basis.

In particular you give us the authority to correct errors made by HMRC and make any other disclosures we are required to make to comply with our regulatory and legal obligations where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/ members handbook.

You agree that we do not have a duty to disclose any matter which comes to our notice in the course of our business if doing so would constitute a breach of duty owed to other persons or entities.

Electronic communication and publication of documents

Electronic 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.

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 e-mail is not an acceptable means of communication. It is the responsibility of the recipient to carry out a virus check on all attachments received.

Where you wish to publish or distribute your accounts electronically, we reserve the right to withhold consent to the electronic publication of our report. You must advise us of any intended publication. You are responsible for establishing and controlling the process for electronically distributing Annual Reports and other financial information. Controls of this distribution and the security of your website are beyond the scope of our work. It is your responsibility to ensure that the electronic publication of such documents, properly presents the financial information and any accountants’ or auditors’ report.

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 ICAEW.

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 £100. Any such interest would be calculated using the prevailing rate applied by our bankers 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.

Artificial intelligence, software and secure portal

We may use software programmes, Artificial Intelligence (‘AI’) and internal and external search engines in the performance by us of the services that we provide to you. In engaging with us, you consent to us doing so. We will not do so in a way that will breach any duties of confidentiality that we owe you and we will do so with reasonable skill and care and in accordance with the usual duties owed by professional accountants to their clients.

You accept and consent that our use as set out in this clause can extend to using AI on matters relating to your engagement with us and on internal research, analysis, training and reporting matters, so long as we do not breach our duties of confidentiality to you.

If you do not wish us to use AI in the services that we provide to you then please let us know immediately by contacting the partner in charge of your matter.

We may provide a client portal service to allow the secure exchange of documents between the firm and you and may provide access to other cloud based software, specific terms for which will be included in the relevant schedule of services. We may also provide ongoing access to certain documents (which may include confidential documents) created or maintained by the firm.

The firm cannot be held liable for any failures to deliver services due to transmission errors or unavailability of telecoms networks, or due to the failure or unavailability of any Cloud Supplier infrastructure.

You control which documents are uploaded to the portal and are responsible for removing them when they are no longer needed.

If you need to send/process personal data, you will provide us with appropriate contractual assurances that you have a legal basis to do so.

You will be obliged to keep all passwords and login details secure and not to share them with others.

You undertake to use the system for acceptable use, which includes:

• not to transmit any viruses, Trojans, keyloggers or other harmful code;
• not to transmit any unlawful information or content;
• not to access and/or use such services for any unlawful purpose or in contravention of any English or other law;
• not to allow access to the service to any third party; and
• not to use the software to provide services to other parties.

You are responsible for:

• ensuring that your network and systems meet any necessary performance requirements;
• maintaining your network and telecommunication links.

Confidentiality

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 you, both during and after this engagement. These 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 whose 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.

If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.

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 will be unable to provide further services.

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at www.icaew.com/technical/trust-and-ethics/ethics/code-ofethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with, or be adverse to, yours subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

Internal disputes within a client

If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, 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 registered office or normal place of business for the attention of those charged with governance of the business (e.g. the directors, partners, trustees etc). If conflicting advice, information or instructions are received from different people charged with governance of the business, we will refer the matter back to those charged with governance collectively and take no further action until they have agreed the action to be taken. If one of your staff who has access to the portal or software leaves, you are responsible for asking the firm to remove their user ID and password.

On receiving notification of the decision to cease using our services, we may cancel all user access to your portal and will discuss with you the way ahead.

Our charges

Our fees are based upon an appraisal of the value of the professional advice and services rendered, giving appropriate consideration in each case to:

• the time and labour required and experience of those performing the services;
• the complexity and difficulty of the issues raised and the skills required;
• the urgency with which we were instructed to deal with the matter (in particular,  the necessity to work outside normal hours may lead to increased fees);
• the contribution made, responsibility assumed, amount involved and results achieved;
• the amount and complexity of material processed, prepared and reviewed;
• where and when the work was carried out;
• any extraordinary efforts required to meet special constraints or other requirements imposed by you or the circumstances;
• any estimate of fees previously given by us;
• the effect of any changes in the scope of the assignment; and
• your views

Our objective is to charge fees which are fair, reasonable, competitive and provide value for money. The determination of a fee requires an evaluation of all the factors mentioned above. Fees will be invoiced during the course of our work, at our discretion, reflecting the work performed to date or where agreed with you in advance. Our fees are due on presentation. If the engagement is expanded or ends before completion, we will invoice additional fees reflecting the work performed to date. Our fees are exclusive of VAT which will be added where it is chargeable. Further information regarding our fees can be provided if requested.

Should any account rendered for fees remain unpaid after 30 days from the date of the account, we reserve our statutory right to charge interest as outlined under The Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to cease or suspend work for you where there are any fees unpaid after 30 days.

You recognise that we would not enter into a contract with you in circumstances where we have doubt about your ability to pay fees properly due under this or any related contract. Accordingly we reserve the right to seek reasonable security, guarantee and indemnity in certain circumstances. Should we wish to do this we will advise you separately. In all cases, if the engagement terms are accepted by you on behalf of another person we hold you personally responsible for our fees and your signature to or other acceptance of a contract with us confirms your agreement to this.

We reserve the right to require tax repayments to be routed through our client account or for payment in advance in cases where we are unwilling to grant credit facilities.

Advice given by us to you may result in us receiving commission. If we receive such commissions we shall notify you in writing of the terms and amount received. We shall not notify you of repeat commissions for particular transactions where these are less than £100 in any particular year.

Trivial receipts
We ask you to confirm, by signing our Standard Terms of Business, that we may retain sums of trail or renewal commission which we may receive which are so small, relative to the overall amount of our fees payable by you, that it would be manifestly inappropriate for us to be required to account to you as described above.

Finders fee
If one of our group employees or members is offered and accepts a job by you during their employment with us or within one year of leaving we reserve the right to charge a finders fee of 30% of the starting salary.

Providing information after resignation
If we resign, whether as auditors or otherwise, and are requested to provide information to you or others (including any new auditors) we reserve the right to charge costs incurred in providing the information.

Limitations of advice

We intend that our advice to you will be correct at the date of issue. Our advice to you will be specific to your current circumstances and intentions and therefore will not be suitable for use at a different time, in different circumstances or to achieve other aims or for the use of others. Accordingly, you should only use the advice for the intended purpose, and no other person is entitled to rely on the advice for any purpose. We shall have no responsibility or liability towards any person other than the addressee.

Except as expressly provided in this agreement, no person other than a party to this agreement may enforce it by virtue of the Contracts (Rights of Third Parties) Act 1999 (the “Act”).
Notwithstanding any benefits or rights conferred by this agreement on any third party by virtue of the Act, the parties to this agreement may agree to vary or rescind this agreement without any third party’s consent.

We remind you that because rules change frequently we do not hold ourselves responsible for any actions taken on the basis of the advice or suggestions contained in any report unless instructions are given by you to us to proceed on your behalf. You should ask us to review any advice already given if a transaction is delayed, or is to be repeated, or if an apparently similar transaction is to be undertaken.

Audit registration

Price Bailey LLP is registered by the ICAEW to carry out audit work in the UK. Details about our registration can be viewed at www.auditregister.org.uk under reference number C001098093

Limitation of liability

Where a limitation of liability is shown in our engagement letter:

• We shall provide the professional services having undertaken reasonable care and skill appropriate to the circumstances;
• All aspects of the professional services are for your sole use and will not be made available to any third party without our prior written consent;
• In the event of any claim arising in respect of the professional services, you have agreed that the sum shown represents the maximum total liability to you in respect of the firm, its
  members, partners, staff, consultants and agents. This maximum total liability includes any claims for loss or damage, however caused, whether in respect of breaches of contract, tort (including negligence) or otherwise in respect of the professional services and shall also include all other related costs including legal fees, interest, etc.;
• We acknowledge that the limit in respect of our total aggregate liability will not apply to any statutory audit work performed under section 495 of the Companies Act 2006 or any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its members, partners or employees.

Complaints and compensation

We undertake to look into any complaint carefully and promptly, and to do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right.

Any complaint should be referred initially to the partner or manager responsible for our services to you. If you do not receive an acceptable response you should contact the Head of Compliance at Price Bailey LLP, Causeway House, 1 Dane Street, Bishops Stortford, Herts CM23 3BT.

We are regulated by the Institute of Chartered Accountants in England & Wales (ICAEW) and you have the right to contact them directly. In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme.

You agree that you will not bring any claim in respect of or in connection with the engagement, whether on the basis of contract, tort, breach of statutory duty or otherwise against any member or employee of the Price Bailey group, whether or not that person is described as a “partner”. We maintain a Professional Indemnity Insurance policy for your protection.

Agreement of terms

Price Bailey comprises Price Bailey Group Limited and its subsidiaries and associates, including Price Bailey LLP (a Limited Liability Partnership registered in England and Wales). Their members, limited liability partners and employees are authorised to conduct business as agents of, and all contracts for services are with, Price Bailey LLP or one of the other subsidiaries or associates as the case may be.

These Standard Terms of Business, together with the engagement letter(s) issued to you which are currently in force and any appendices constitute the whole agreement between us. These Standard Terms of Business supersede any previous Standard Terms of Business issued by us.

We reserve the right to vary these Standard Terms of Business from time to time by notifying you in an appropriate manner. Such variations will take effect 30 days after notification. Should you make it clear that you want us to provide more services to you, these will be supplied in accordance with these Standard Terms of Business. We reserve the right to issue a new engagement letter in such circumstances.

When new engagement letters are issued to you by us they supersede any previous engagement letters, oral agreements, understandings and commitments in respect of the same services.

If individual contract clauses should be or become ineffective, the contracting parties agree that the rest of the contract will remain effective. The contracting parties will replace the ineffective clause by an effective one, which comes closest to the intention behind the ineffective clause.

How can you, or we, terminate this agreement?

Once signed by both parties, the engagement letter will remain effective from the date of signature until it is replaced. Notice of termination must be given in writing by email or first class post. Notice sent by post will be deemed to be received 2 business days after being posted. Any business currently being completed will be completed unless we receive your instructions to the contrary. Any fees outstanding at the date of termination will be due within four weeks of the termination date.

Where services in the engagement letter are discrete, and are provided other than on a continuous basis, they cease on completion of the discrete services.

Applicable law

The engagement letter and these Standard Terms of Business are governed by, and construed in accordance with, English law. 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. In addition any dispute of any other nature can only be litigated in an English Court and thus you forego the right to bring a claim in any other court. 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.

Money laundering regulations

We are required by the Proceeds of Crime Act 2002 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (‘‘Money Laundering Regulations’’) to maintain identification procedures and records of identification for all new clients and report, in accordance with the relevant legislation and regulations, to the National Crime Agency. We may, to comply with Money Laundering Regulations, verify your identity using electronic means.