Last updated 12/11/2020
1 Applicable law
1.1 This engagement letter shall be governed by, and construed in accordance with English Law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter (including the firm’s standard terms of business) and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
1.2 Persons who are not party to this agreement shall have no rights 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.
1.3 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
2 Client identification
2.1 In common with all accountancy and legal practices, the firm is required by law to:
2.2 We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks.
3 Quality of service
3.1 We aim to provide you with a fully satisfactory. If, however, you are unable to deal with any difficulty through any member of our team please contact Andrew Smith FCCA on 01472 341444. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. We will acknowledge any letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Association of Chartered Certified Accountants (ACCA), our regulatory body.
4 Commissions or other benefits
4.1 In some circumstances, commissions or other benefits may become payable to us or one of our associates in respect of transactions we or such associates arrange for you. If this happens we will notify you in writing of the amount and terms of payment. The nature of the engagement and professional judgement would determine the frequency and detail required to ensure compliance with our Code of Ethics. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts.
5 Fees and payment terms
5.1 Our fees may depend not only on the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved, but also the level of risk identified and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and will be due on presentation.
5.2 We may indicate a fixed/indicative fee for the provision of specific services. We will not usually identify fixed fees for more than a year in advance as these may need to be revised in light of subsequent events. Where we estimate our fees for any specific work, this will not be binding unless this is clearly stated to you. Otherwise, our fees will be based on the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour, VAT being charged thereon.
5.3 If it is necessary to carry out work outside the responsibilities outlined in our engagement schedules it will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records etc., are completed to the agreed stage. Our fees will exclude out of pocket expenses. Out of pocket expenses (plus VAT (if applicable)) will be billed as incurred for reimbursement by you.
5.4 It is becoming more common that clients wish to make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders would be applied to fees arising from work agreed in our letters of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved you may wish to schedule to pay an amount to us on a regular basis.
5.5 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 30 days net.
6 Retention of and access to records
6.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your accounts and returns.
6.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.
7 Electronic communication
7.1 Internet 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.
7.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
8 Data protection
8.1 To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its shareholders / members / officers and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.
8.2 You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within our engagement schedules relieve you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.
8.3 Our privacy notice explains how we process personal data in respect of the various services that we provide.
8.4 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.
9 Professional rules and practice guidelines
9.1 We are a member of the Association of Chartered Certified Accountants and in our conduct are subject to its Code of Ethics and Conduct which can be found at https://www.accaglobal.com/lk/en/about-us/regulation/rulebook.html. We will observe and act in accordance with the bye-laws and regulations of ACCA. We accept instructions to act for you on this basis.
10 Conflicts of interest
10.1 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 the company.
10.2 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 the Code of Ethics and Conduct of the Association of Chartered Certified Accountants.
11 Timing of our services
11.1 If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. However, failure to complete our services prior to any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.
12 Use of our name in statements or documents issued by you
12.1 You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.
12.2 The copyright in any document prepared by us belongs to us in entirety unless the law specifically provides otherwise.
13 Data Protection
13.1 To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its shareholders / members / officers and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.
13.2 You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.
13.3 Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.
13.4 Our privacy notice, as set out in a separate appendix to these terms of business] explains how we process personal data in respect of the various services that we provide.
14.1 If there is a conflict between an engagement letter schedule and these terms of business then the engagement letter takes precedence.
14.2 We will provide services as outlined with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.
14.3 You will not hold us, the owners of this firm and any staff employed by the firm, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of the principals or employees personally.
14.4 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
14.5 If any provision of this engagement letter or terms of business or its application is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provision and its application shall not in any way be affected or impaired.
14.6 Advice we give you orally should not be relied upon unless we confirm it in writing. We endeavour to record all advice on important matters in writing. However, if you particularly wish to rely upon oral advice we give you during a telephone conversation or a meeting, you must ask for the advice to be confirmed in writing.
14.7 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 losses arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given.
14.8 Unless specifically instructed and agreed in advance we will not assist with the implementation of our advice.
15 Provision of cloud-based services
15.1 Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business above, in particular, Fees and payment terms, Electronic communication, and Data protection.
15.2 The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.
15.3 The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them regarding the resumption of a normal service as soon as possible.
17 Termination of our agreement
17.1 Either party to these terms of engagement may terminate the agreement by giving notice in writing to the other party. We may, however, terminate our agreement immediately where you fail to cooperate with us, or we have reason to believe that you have provided us or HMRC with misleading information. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
17.2 Should our contract be terminated, we will endeavour to agree with you the arrangements for the completion of work in progress at that time. We may, however, be required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
A G Smith & Co Ltd takes the protection of your privacy very seriously. We will only use your personal information to deliver the services you have requested from us, and to meet our legal responsibilities.
How do we collect information from you?
We obtain information about you when you engage us to deliver our services or when you contact us about our services.
What type of information do we collect from you?
The personal information we collect from you will vary depending on which services you engage us to deliver. The personal information we collect might include your name, address, telephone number, email address, your Unique Tax Reference (UTR) number, your National Insurance number, bank account details, your IP address, which pages you may have visited on our website and when you accessed them.
How is your information used?
In general terms, and depending on which services you engage us to deliver, as part of providing our agreed services we may use your information to:
We are required by legislation, other regulatory requirements and our insurers to retain your data where we have ceased to act for you. The period of retention required varies with the applicable legislation but is typically five or six years. To ensure compliance with all such requirements it is the policy of the firm to retain all data for a period of six years from the end of the period concerned.
Who has access to your information?
We will not sell or rent your information to third parties.
We will not share your information with third parties for marketing purposes.
Any staff with access to your information have a duty of confidentiality under the ethical standards that this firm is required to follow.
Third Party Service Providers working on our behalf
We may pass your information to our third party service providers, agents, subcontractors and other associated organisations for the purposes of completing tasks and providing services to you on our behalf, for example to process payroll or basic bookkeeping. However, when we use third party service providers, we disclose only the personal information that is necessary to deliver the service and we have a contract in place that requires them to keep your information secure and not to use it for their own purposes.
Please be assured that we will not release your information to third parties unless you have requested that we do so, or we are required to do so by law, for example, by a court order or for the purposes of prevention and detection of crime, fraud or corruption.
How you can access and update your information
Keeping your information up to date and accurate is important to us. We commit to regularly review and correct where necessary, the information that we hold about you. If any of your information changes, please email or write to us, or call us using the ‘Contact information’ noted below.
You have the right to ask for a copy of the information A G Smith & Co Ltd holds about you.
Security precautions in place to protect the loss, misuse or alteration of your information
Whilst we strive to protect your personal information, we cannot guarantee the security of any information you transmit to us, and you do so at your own risk.
Once we receive your information, we make our best effort to ensure its security on our systems. Where we have given, or where you have chosen, a password which enables you to access information, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Your data is processed in our offices in the UK. However, to allow us to operate an efficient and secure digital process, we need to store information in servers located within the UK, but external to our own offices. We take the security of your data seriously and so all our systems have appropriate security in place that complies with all applicable legislative and regulatory requirements.
We may occasionally contact you by post, email and/or telephone with details of any changes in legal and regulatory requirements or other developments that may be relevant to your affairs and, where applicable, how we may assist you further. We also send a monthly newsletter and other marketing materials to our clients and associates. Because these may fall outside the ‘legitimate interests’ lawful basis for processing data, we must obtain consent to engage in these activities. If you wish to receive either/both of these types of information, please provide consent using the form attached.
Access to your information: You have the right to request a copy of the personal information about you that we hold.
Correcting your information: We want to make sure that your personal information is accurate, complete and up to date and you may ask us to correct any personal information about you that you believe does not meet these standards.
Deletion of your information: You have the right to ask us to delete personal information about you where:
Restricting how we may use your information: In some cases, you may ask us to restrict how we use your personal information. This right might apply, for example, where we are checking the accuracy of personal information about you that we hold or assessing the validity of any objection you have made to our use of your information. The right might also apply where there is no longer a basis for using your personal information but you do not want us to delete the data. Where this right is validly exercised, we may only use the relevant personal information with your consent, for legal claims or where there are other public interest grounds to do so.
Objecting to how we may use your information: Where we use your personal information to perform tasks carried out in the public interest then, if you ask us to, we will stop using that personal information unless there are overriding legitimate grounds to continue. [You have the right at any time to require us to stop using your personal information for direct marketing purposes.]
Withdrawing consent to use your information: Where we use your personal information with your consent you may withdraw that consent at any time and we will stop using your personal information for the purpose(s) for which consent was given. Note that certain services cannot be provided without certain personal information, and a withdrawal of that information will constitute the termination of related services.
Please contact us in any of the ways set out in ‘Contact information’ below if you wish to exercise any of these rights.
Changes to our privacy notice
We keep this privacy notice under regular review and will place any updates on our website. Paper copies of the privacy notice may also be obtained from our office.
This privacy notice was last updated on 15/05/2018.
Mr A G Smith
A G Smith & Co Ltd
Unit 8, Laceby Business Park
North East Lincolnshire
We seek to resolve directly all complaints about how we handle your personal information but you also have the right to lodge a complaint with the Information Commissioner’s Office at
Information Commissioner's Office
Telephone - 0303 123 1113 (local rate) or 01625 545 745