Apsleys Standard Terms and Conditions of Business
In order to ensure that there is effective two-way communication between us, we set out below the expected form and timing of such communications.
- We shall contact you prior to commencing work, unless we hear from you first and
- We will arrange a meeting if necessary, with you, to discuss any matters arising.
We shall, of course, contact you on a more frequent and regular basis as and when necessary.
PROCEEDS OF CRIME ACT 2002 AND MONEY LAUNDERING REGULATIONS 2007
In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:
- Maintain identification procedures for all new clients;
- Maintain records of identification evidence;
- Report, in accordance with the relevant legislation and regulations, to the National Crime Agency
- This firm is 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.gov.uk/register.
- 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 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;
- refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA), assist you and the permitted third party 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.
- 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; and
- 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.
We may also on the understanding that the shares or other securities of the company are not publicly traded:
- advise the company’s existing or prospective shareholders in relation to exercising rights, taking benefits or share option valuation and methods
- arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
- arrange for the issue of the new shares; and
- act as the addressee to receive confirmation of acceptance of other documents etc.
- The firm may receive commission from any introduction to a PTP in connection with the above, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction. Such commission will be held in our clients’ account until we receive instructions from you as to how it should be treated. In the event of no such instructions being received, we may use such monies against any fees that have been outstanding for 30 days or more and concerning which you are not in dispute with us. We may also request that you allow us to retain such commissions to cover our costs in connection with the above, but permission will be sought separately from you in these circumstances.
- To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances, but shall of course comply with any restrictions you may wish to impose which you notify to us in writing.
- If you are dissatisfied in any way about our services described in this section, you should follow the procedures set out in the Standard of Service section of this letter.
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
DATA PROTECTION ACT 1998
- We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998. You also confirm that any personal data you provide to us complies with the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Mr Wicks.
- Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our insurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.
- We may subcontract our work to other professionals within the sector. Any subcontractors are also bound by our client confidentiality terms.
- Whilst certain documents may legally belong to you, unless you tell us not to, we may destroy correspondence and other papers that we store which are more than seven years old, other than documents which we think may be of continuing significance. If you require retention of any document you must notify us of that fact in writing.
ETHICAL AND PRACTICE GUIDELINES
- In accepting the terms of this letter you recognise that we will comply with the Institute of Chartered Accountants in England and Wales Code of Ethics. In particular you give us authority to correct H M Revenue & Customs errors.
- 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.
EXTERNAL REVIEW AND REGULATORY REQUIREMENTS
- We reserve the right to disclose our files to regulatory bodies in the exercise of their powers.
- As Chartered Accountants we are subject to external review by independent qualified accountants. Accordingly our client files can be reviewed by an external reviewer who will be subject to a confidentiality agreement.
STANDARD OF SERVICE
- If at any time you would like to discuss with us how our service to you could be improved or if you are dissatisfied with the service you are receiving, please let us know by telephoning Mr Morrish.
- 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.
- If you are still not satisfied, you may, of course, refer the matter to our Institute.
- Our fees are computed on the basis of time spent on your affairs and on the level of skill and responsibility involved.
- Our fees will be due for settlement within 30 days of the invoice date. There will be a credit charge on the invoice which may be deducted if the amount due is paid in full within the credit terms.
- In some circumstances, commission or fees may become payable to us in respect of transactions we arrange for you, in which case we shall notify you in writing of the amount and terms of payment as soon as that information is available. The fees that would otherwise be payable by you will be abated by such amounts.
LIMITATION OF LIABILITY
- The advice which we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.
- We will provide the professional services outlined in this letter with reasonable care and skill. However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or from the failure by you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities.
- E-mail may be used to enable us to communicate with you. As with other means of delivery this carries with it the risk of inadvertent misdirection or non delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received.
- As internet communications are capable of data corruption we do not accept any responsibility for changes made to such communications after their dispatch. For this reason it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. All risks connected with sending commercially-sensitive information relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
- The engagement letter and these standard terms and conditions 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 the engagement letter and these standard terms and conditions of business and any matter arising from them. 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.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
- A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
PROFESSIONAL INDEMNITY INSURANCE
- In accordance with the disclosure requirements of the Service Regulations 2009, our professional indemnity insurer is Royal & Sun Alliance Insurance PLC. 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.
- Details about our audit registration can be viewed at www.auditregister.org.uk, under reference number C005350013.
- For your information our VAT number is 709 8016 29.
- Without prejudice to the completion of transactions already initiated, the agreement as set out in the engagement letter and these standard terms and conditions of business may be terminated by immediate notice in writing.