Terms & Conditions

Last Updated: May 2023. 

Terms and conditions in respect of work undertaken by Daly Accounting.

Introduction

1. These terms and conditions set out the general terms under which Michael Daly Associates Limited, trading under the name Daly Accounting, a company registered in England and Wales under number 06213943 undertakes its business. The specific conditions relating to particular assignments will be covered in separate letters of engagement.

Applicable law

2. These terms and conditions, our engagement letters, and the schedule of services are all governed by, and should be construed in accordance with English law. Each party agrees that the courts of England and Wales 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.

Authorisation and registration 

3. Daly Accounting is the trading style of Michael Daly Associates Limited, a company registered in England and Wales under number 06213943 whose registered office is at The Cobalt Building, 1600 Eureka Park, Lower Pemberton Ashford TN25 4BF.
4. Daly Accounting is registered with the Institute of Chartered Accountants in Ireland (“CAI”) as Chartered Accountants. We are not registered as auditors. The website of our professional body is www.charteredaccountants.ie where you can find details of our firm in the register of members along with the code of ethics and the regulatory framework with which we are required to comply.

Bribery Act 2010

5. Daly Accounting has implemented policies and procedures in accordance with the requirements of the Bribery Act 2010 to prevent the firm, its partners, and staff from offering or receiving bribes.

Client identification and verification

6. As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. The firm cannot commence work until this requirement has been met, except in exceptional circumstances. Daly Accounting may request and retain information and documentation required for these purposes, and may also conduct searches of appropriate databases, including ID verification software.

Client monies

7. Daly Accounting may hold money on behalf of clients, which will be held in trust in a client bank account separate from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Monies Rules of the CAI.
8. Daly Accounting will return monies held on clients’ behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain unclaimed in Daly Accounting’s client account for five years, or if the firm ceases to practice, it may pay those monies to a registered charity.
9. Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.

Commissions or other benefits

10. In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you. Daly Accounting will notify clients in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply where the payment is made to or transactions are arranged by a person or business connected with Daly Accounting. The firm will not reduce the fees charged by the amount of the commissions or benefits.

Confidentiality

11. Communication between Daly Accounting and clients is confidential. The firm shall take all reasonable steps to keep clients’ information confidential, except where required to disclose it by law, regulatory bodies, insurers, or as part of an external peer review. This undertaking will apply during and after this engagement, and will continue even after the termination of the engagement.
12. We may, on occasion, subcontract work on your affairs to other tax, information technology or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

Conflicts of interest

13. 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. 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. If this arises, we will inform you. We 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.
14. 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 we will adopt those safeguards. Where possible this will be done on the basis of your Informed consent. We 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.

Contracts (Rights of Third Parties) Act 1999

15. 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 under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Data Protection

16. We will comply with the General Data Protection Regulations and the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2020 which merge the previous requirements of the Data Protection Act with the requirements of the General Data Protection Regulation ((EU) 2016/679) when dealing with your personal data about you, your directors and employees.
17. GDPR provides that: Personal data only includes information relating to natural persons who:

• • can be identified or who are identifiable, directly from the information in question; or
  • who can be indirectly identified from that information in combination with other information.

This will include but is not limited to a name, identification number, location data and an online identifier.

18. When providing accountancy services we will usually be acting as a controller under the regulations. We will be controllers as we will make decisions about processing activities when providing the agreed service to you.

We may act as a processor when providing certain services such as payroll. In this case you would be the controller and we would act on your instructions.

19. We ensure that we comply with the principles as set out in the GDPR (for more information see www.ico.org.uk) when collecting and processing data. These principles are:

• • Lawfulness, fairness and transparency
  • Purpose limitation
  • Data minimisation
  • Accuracy
  • Storage limitation
  • Integrity and confidentiality
  • Accountability

In order to comply with these principles we will:

• • provide you with a privacy notice which should be read in conjunction with the letter of engagement, schedules of services and these terms and conditions
  • ensure that the information that we collect and process is limited to that necessary for:

20. The information we obtain, process, use and disclose will be necessary for:

• • Providing the agreed services
  • Complying with legal and regulatory obligations
  • Contacting you with details of other services (where consent has been given)
  • Other legitimate reasons necessary to protect against claims or disciplinary action.

21. In regard to our professional obligations, we are a member firm of the Institute of Chartered Accountants (CAI). Under the ethical and regulatory rules of CAI we are required to allow access to client files and records for the purpose of maintaining our membership of this body.
22. Further details on the processing of data are contained in our privacy notice, which should be read alongside these terms and conditions.

Disengagement

23. In the event of our resignation or upon request, we will ordinarily provide a disengagement letter to confirm our respective responsibilities.
24. If there is no communication between us for a period of one year or more, we may send a disengagement letter and cease to act.
25. When we stop working for you, a disengagement letter may be sent to establish our respective responsibilities.
26. If we are unable to contact you, we may send a disengagement letter to your last known address and cease to act.
27. Either party may terminate this agreement by giving not less than 30 days written notice to the other party, unless you fail to cooperate with us or we have reason to believe that you have given us or HMRC inaccurate information, in which case we may terminate this agreement immediately.
28. Termination shall not affect any rights that either party has accrued prior to the termination.
29. We reserve the right to terminate this engagement and cease working for you if you fail to pay our invoices or if you fail to provide us with accurate, complete and timely information required for us to provide the services agreed upon.
30. If this engagement is terminated, we will attempt to agree with you on the arrangements for the completion of the work in progress at that time. Unless we are required to cease work immediately for legal or regulatory reasons, we will not be held responsible or liable for any consequences arising from the termination and will not be required to carry out further work.
31. Upon termination of this engagement, we will invoice you for all work done to the point of termination, at our normal hourly rates, except where already invoiced.
32. Our engagement with you will end once we have completed all the work we have agreed to perform.
33. Once our engagement with you has ended, we have no further duties to act for or advise you beyond the date of termination or cessation of engagement.

Electronic and other communication

34. As per your instructions, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments for viruses.
35. Electronic communication carries a risk of non-receipt, delayed receipt, accidental misdirection or interception by third parties. We 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 completely secure and we cannot be held responsible for any damage or loss caused by viruses, nor for communications that are corrupted or altered after dispatch. We cannot accept any liability for any problems or accidental errors related to this mode of communication, particularly in relation to commercially sensitive material. If you do not wish to accept these risks, please let us know and we will communicate by hard copy, except where electronic submission is mandatory.
36. Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.
37. When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out the contract.
38. You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.

Ethical guidelines.

39. We are bound by the ethical guidelines of the Institute of Chartered Accountants and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

Fees

40. Our 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 we provide, as well as the level of risk.
41. If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
42. We may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. All fee quotations are valid for 30 days.

• • It is not our 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 us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
  • All fixed fees are quoted based on you or your bookkeeper accurately recording all transactions on your bookkeeping system. This means that all bank balances, assets and liabilities are recorded accurately within your bookkeeping system.
  • Fixed fees do not include bookkeeping. If your bookkeeping is not complete and accurate, or if your bookkeeping does not give a trial balance for us to work from, it will be necessary for us to carry out some bookkeeping prior to preparing VAT returns, management accounts or year-end accounts. Bookkeeping will be charged at our prevailing rates per hour depending on the level of skill required for the work. This will be invoiced soon after carrying out such work in addition to any fixed fee quoted.
  • Fixed fees do not include resolving problems, correcting work or recalculating work that has been carried out by you or your previous agents for past years. If it is found such work is required we would discuss the situation and additional fees with you prior to carrying out any such work.
  • When preparing accounts under a fixed fee arrangement we will make one set of amendments you require, and issue one full set of revised accounts and tax returns with no additional charge. If further information is provided after we have prepared the revised accounts we will charge a minimum of 15% of the annual fee for such amendments and providing further revised accounts. It is recommended that you provide full information relating to your business and income prior to us carrying out any accounting work.

43. 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 a service was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
44. Our fee arrangements and quotations may include Support. The type, scope and quantity of work included as support may be varied at any time by us and is entirely at our discretion and may be defined on an individual basis by us. Support does not include advice, carrying out research, or carrying out analysis.
45. If it is necessary to carry out work outside the agreed work outlined in any fixed fee arrangement it will involve additional fees. These fees will be computed on the basis of time spent by principals and our staff, and on the levels of skill and responsibility involved. If no fixed fee arrangement is in place, then any work done will be calculated on this basis. A full list of the time spent and the charge out rates used is available on request. Our normal hourly rates are set by us and reviewed annually. These are available on request.
46. Our terms relating to payment of amounts invoiced are full invoice payable on presentation. Prompt payment will be appreciated. Interest will be charged on all overdue debts at the rate stated on the invoice. Invoices must be paid in full before any report is signed by us and before the accounts are made available for filing.
47. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
48. It is our normal practice to ask clients to pay by monthly standing order or direct debit and to periodically adjust the monthly payment by reference to actual billings. Monthly fees are not refundable in any circumstances. If monthly fees include year-end accounts and for any reason such accounts are not prepared there is no separately identifiable amount that would be refunded.
49. We reserve the right to charge interest on late paid invoices at the rate of 7.5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
50. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.
51. In the case of a dispute over the level of fees charged we reserve the right to require that the matter is dealt with through arbitration. We recommend that arbitration is undertaken by the fee arbitration service provided by CAI for members. The fee arbitrator will be appointed by the CAI president; the fee will be as negotiated with the CAI arbitrator.
52. On termination of the engagement, you may appoint a new adviser. Where a new adviser requests professional clearance and handover information we reserve the right to charge you a reasonable fee for the provision of handover information.

Implementation

53. We will only assist with implementation of our advice if specifically instructed in writing.

Intellectual property rights

54. 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.

Interpretation

55. If any provision of the terms and conditions, engagement letter or schedules is held to be void, then that provision will be deemed not to form part of this contract.
56. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

Internal disputes

57. 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 registered office or last known postal address for the attention of the directors or business owners. If conflicting advice, information or instructions are received from different individuals in the business we will refer the matter back to the directors or business owners and take no further action until the directors or business owners have agreed the action to be taken.

Investment services

58. Investment business is regulated under the Financial Services and Markets Act 2000 and the Financial Services Act 2012. If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body as we are not.

Insolvency advice

59. If you need advice regarding insolvency, we may ask you to contact an insolvency practitioner. We do not give insolvency advice.

Lien

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

Limitation of liability

61. We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.

Exclusion of liability for loss caused by others

62. We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information. In particular, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

Exclusion of liability in relation to circumstances beyond our control

63. We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.