Apsleys Chartered Accountants Standard Terms and Conditions of Business

Communication

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 2017
  • 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 all new clients;
    • Maintain records of identification evidence;
    • Report, in accordance with the relevant legislation and regulations, to the National Crime Agency
Investment Advice - Exempt Regulated Activies
  • Although we are not authorised by the Financial Conduct Authority (FCA) to conduct Investment Business, we are licensed by the ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.
  • Such assistance may include the following:
    • advising you on investments generally, but not recommending a particular investment or type of investment;
    • referring you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA) and assisting you and the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will 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. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.
    • advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;
    • advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
    • managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person;
Data Protection
  • We are committed to ensuring the protection of the privacy and security of any personal data which we process. Your attention is drawn to following clause of our terms of business which details how we treat personal data received by us in the provision of our services during our engagement with you.
  • In this clause, the following definitions shall apply:
    • 'client personal data' means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
    • 'data protection legislation' means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
    • 'controller', 'data subject', 'personal data', and ‘process’ shall have the meanings given to them in the data protection legislation;
    • 'GDPR' means the General Data Protection Regulation ((EU) 2016/679); and
    • 'PECR' means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
  • We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
  • You shall only disclose client personal data to us where:
    1. you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at www.apsleys.com/privacy for this purpose);
    2. you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
    3. you have complied with the necessary requirements under the data protection legislation to enable you to do so.
  • Should you require any further details regarding our treatment of personal data, please contact our data protection officer.
  • We shall only process the client personal data:
    1. in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
    2. in order to comply with our legal or regulatory obligations; and
    3. where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at www.apsleys.com/privacy) contains further details as to how we may process client personal data.
  • For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers. We will only disclose client personal data to a third party provided that the transfer is undertaken in compliance with the data protection legislation.
  • We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.
  • In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
    1. we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
    2. we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
    3. we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.
  • Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.
Confidentiality
  • 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.
File Destruction
  • 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.
  • Any clients that disengage from our services will be written to to collect their documentation, otherwise all previous client documentation will be destroyed after 6 months.
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.
  • 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.
  • Any interest earnt on the general client account will be transferred to our office account and will belong to the firm.
  • We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.
  • 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.
External Review
  • We reserve the right to disclose our files to regulatory bodies in the exercise of their powers.
  • As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.
Professional Rules And Practice Guidelines
  • We will observe and act in accordance with the bye-laws, regulations and Code of Ethics 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 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/regulations. 
Conflicts Of Interest
  • 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, subject to our confidentiality clause. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting your business.
  • 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 our Code of Ethics which can be viewed on the internet at the address above, in part B, sub-section 220.
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 contacting 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 less than satisfactory service we undertake to do everything reasonable to put it right.
  • If we do not answer your complaint to your satisfaction you may of course take up the matter with the Institute of Chartered Accountants in England and Wales (ICAEW) by whom we are regulated.
Fees
  • Our fees are computed on the basis of time spent on your affairs and on the level of skill and responsibility involved.
  • We review our staff and partner charge out rates on a regular basis and thus reserve the right to increase the level of fees charged without prior agreement.
  • In addition, we may charge disbursements for costs incurred dealing with your affairs.
  • 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.
  • We offer you the facility to pay your professional fees by instalments. We do not charge any interest or charges except for credit charges where appropriate. As these terms have been agreed after 18 March 2015 this instalment agreement is not a regulated credit agreement.
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.
Electronic Communication
  • 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.
  • It is the responsibility of the recipient to carry out a virus check on any attachments received.
Applicable Law
  • 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.
Changes In The Law
  • 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.
  • We will accept no liability for losing arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given.
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 AXA XL Insurance Company UK Limited, Policy number PQ0552574. Worldwide cover, excluding USA and Canada.
  • If for any reason circumstances arise that may result in a claim to our professional indemnity insurers, you give us your permission to notify them.
Vat Number
  • For your information our VAT number is 709 8016 29.
Termination
  • 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.