- Terms and conditions in respect of work undertaken by Daly Accounting
- These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in separate letters of engagement.
Authorisation and registration
- 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.
- Daly Accounting is the trading style of Michael Daly Associates Limited a company a company registered in England and Wales under number 06213943 whose registered office is at 2 Kings Meadow, Ashford, Kent, TN25 4PS.
Bribery Act 2010
- Daly Accounting is registered with the Institute of Chartered Accountants in Ireland (“ICAI”) as Chartered Accountants. We are not registered as auditors.
Client identification and verification
- In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its partners and staff from offering or receiving bribes.
- 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. Save in exceptional circumstances we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.
- 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’ Monies Rules of the ICAI.
- 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.
Commissions or other benefits
- Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.
- In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you. Where this happens we will notify you 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 ours. We will not reduce the fees we would otherwise charge by the amount of the commissions or benefits.
- Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
Conflicts of interest
- We may, on occasions, subcontract work on your affairs to other tax, information technology or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
- 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.
Contracts (Rights of Third Parties) Act 1999
- 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.
- 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.
- We confirm that we will comply with the provisions of the General Data Protection Regulation (GDPR) when processing personal data about you, your directors and employees.
- obtaining, recording or holding personal data; or
- carrying out any operation or set of operations on personal data, including collecting and storage, organising,
- adapting, altering, using, disclosure (by any means) or removing (by any means) from the records manual and digital.
- The information we obtain, process, use and disclose will be necessary for:
This includes, but is not limited to, purposes such as updating and enhancing our client records, analysis for
- the performance of the contract
- to comply with our legal and regulatory compliance and crime prevention
- contacting you with details of other services where you have consented to us doing so
- other legitimate interests relating to protection against potential claims and disciplinary action against us.
management purposes and statutory returns.
- In regard to our professional obligations we are a member firm of the Institute of Chartered Accountants (ICAI). Under the ethical and regulatory rules of ICAI we are required to allow access to client files and records for the purpose of maintaining our membership of this body.
- Further details on the processing of data are contained in our privacy notice, which should be read alongside these terms and conditions.
- Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
- Should we have no contact with you for a period of one year or more we may issue a disengagement letter and hence cease to act.
Electronic and other communication.
- We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.
- As instructed, 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.
- With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent 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 totally secure and we cannot be held responsible for damage or loss caused by viruses, nor for communications that are corrupted or altered after despatch. Nor can we 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 us know and we will communicate by hard copy, other than where electronic submission is mandatory.
- Any communication by us with you sent through the post or DX system is deemed to arrive at your postal address two working days after the day that the document was sent.
- 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.
- 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.
- 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. A copy of these guidelines can be viewed at our offices on request. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
- 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.
- 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
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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 ICAI for members. The fee arbitrator will be appointed by the ICAI president; the fee will be as negotiated with the ICAI arbitrator.
- 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.
Intellectual property rights
- We will only assist with implementation of our advice if specifically instructed in writing.
- 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.
- 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.
- 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.
- 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 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.
- If you need advice regarding insolvency we may ask you to contact an insolvency practitioner. We do not give insolvency advice.
Limitation of liability
- 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.
Exclusion of liability for loss caused by others
- 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 in relation to circumstances beyond our control
- 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.
Updated May 2020.
- 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.