STANDARD TERMS AND CONDITIONS OF BUSINESS
These terms and conditions should be read alongside the privacy notice
- Applicable law
My engagement letter, the schedule of services and my standard terms and conditions of business are governed by and should be construed in accordance with, the law and practice of England and Wales. 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.
- Client identification and verification
As with other professional services firms, I am required to identify and verify my clients for the purposes of UK legislation. I may request from you, and retain, such information and documentation as I require for these purposes and/or make searches of appropriate databases.
I am committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of my service, please contact myself (Debbie Bouffler). I agree to investigate any complaint carefully and promptly and do everything reasonable to try and resolve it. If you are still not satisfied you can refer your complaint to my professional body, the Chartered Institute of Marketing.
Communication between us is confidential. I shall take all reasonable steps not to disclose your information except where I am required to and as set out in my privacy notice. Unless I am authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
I may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality and security terms.
- Conflicts of interest
If there is a conflict of interest in my relationship with you or in my relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then I will adopt those safeguards.
Where conflicts are identified that cannot be managed in a way that protects your interests then I regret that I will be unable to provide further services. If this arises, I will inform you promptly. I 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.
- Data protection
You acknowledge that we will act in accordance with the privacy notice we have supplied to you.
Should I resign or be requested to resign I will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Should I have no contact with you for a period of 90 days or more, I may issue to your last known address a disengagement letter and thereafter cease to act.
I reserve the right following termination for any reason to destroy any of your documents that I have not been able to return to you after a period of six months unless other laws or regulations require otherwise.
- Electronic and other communication
As instructed, I will communicate with you and with any third parties you instruct me to as set out in my 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. I 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 I cannot be held responsible for damage or loss caused by viruses, nor for communications that are corrupted or altered after dispatch. Nor can I 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 me know and I will communicate by hard copy, other than where electronic submission is mandatory.
Any communication by me 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.
You are required to keep me 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.
9. Fees and payment terms
My 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 I provide, as well as the level of risk.
If I 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.
Where requested, I may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not my practice to identify fixed fees for more than six months ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to me, due to unforeseen circumstances, that a fee quote is inadequate, I reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
I will bill monthly and my invoices are due for payment within 30 days of issue. My fees are exclusive of VAT, which will be added where it is chargeable. Any disbursements I incur on your behalf and expenses incurred while carrying out my work for you will be added to my invoices where appropriate.
Unless otherwise agreed to the contrary, my fees do not include the costs of any third party, counsel, or other professional fees.
Where this contract exists between us and a purchaser acting in the course of a business we reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. I 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.
On termination of the engagement, you may appoint a new adviser. Where a new adviser requests professional clearance and handover information I reserve the right to charge you a reasonable fee for the provision of handover information.
I will only assist with the implementation of my advice if specifically instructed and agreed in writing.
11. Intellectual property rights
I will retain all copyright in any document prepared by me while carrying out the engagement save where the law specifically provides otherwise.
If any provision of this engagement letter, schedules of services or standard terms and conditions is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.
In the event of any conflict between these standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.
13. Internal disputes within a client
If I become aware of a dispute between the parties who own or are in some way involved in the ownership and management of a business client, it should be noted that where my client is the business, I would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties I will continue to supply information to the normal place of business for the attention of the Directors. If conflicting advice, information or instructions are received from different directors/principals in the business, I will refer the matter back to the board of directors/the partnership/the LLP and take no further action until the board/partnership/LLP has agreed on the action to be taken.
Insofar as I am permitted to do so by law or professional guidelines, I 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.
15. Limitation of liability
I will provide our services with reasonable care and skill. My liability to you is limited to losses, damages, costs, and expenses directly caused by my negligence, fraud, or willful default.
Exclusion of liability for loss caused by others
I will not be liable if such losses, penalties, interest or additional tax liabilities are caused by 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 caused by a failure to act on my advice or a failure to provide me with relevant information.
Where I refer you to another firm whom you engage with directly, I 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
I will not be liable to you for any delay or failure to perform my obligations under this engagement letter if the delay or failure is caused by circumstances outside my reasonable control.
Exclusion of liability relating to non-disclosure or misrepresentation
I will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service I am providing is withheld or concealed from me or misrepresented to me.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that I have agreed to perform with reasonable care and skill) have been evident to me without further enquiry beyond that which it would have been reasonable for me to have carried out in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify me and my agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible for my advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at my usual rates for the time that I spend in defending it.
Limitation of aggregate liability
Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, its members, agents and employees to all persons to whom the engagement letter is addressed and also any other person that I have agreed with you may rely on my work.
You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against me, on a personal basis.
16. Limitation of third-party rights
The advice and information I provide to you as part of my service is for your sole use and not for any third party to whom you may communicate it unless I have expressly agreed in the engagement letter that a specified third party may rely on my work. I 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 my work for you that you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.
17. Period of engagement and termination
Unless otherwise agreed in the engagement letter my work will begin when I receive your implicit or explicit acceptance of that letter, except as stated in that letter I will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 21 days’ notice in writing to the other party, except where you fail to cooperate with me or I have reason to believe that you have provided me with misleading information, in which case I may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
In the event of termination of this contract, I will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless I am required for legal or regulatory reasons to cease work immediately. In that event, I shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
If you engage me for a one-off piece of work, the engagement ceases as soon as that work is completed. The date of completion of the work is taken to be the termination date and I owe you no duties and I will not undertake further work beyond that date.
Where recurring work is provided the engagement ceases on the relevant date in relation to the termination as set out above. Unless immediate termination applies, in practice this means that the relevant termination date is:
- 21 days after the date of notice of termination; or a later agreed date
I owe you no duties beyond the date of termination and will not undertake any further work.
18. Reliance on advice
I will endeavour to record all advice on important matters in writing. The advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if I provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by me in writing. However, bear in mind that advice is only valid on the date it is given.
19. Retention of papers
You have a legal responsibility to retain documents and records relevant to your marketing affairs. During my work, I may collect information from you and others relevant to your marketing affairs. I will return any original documents to you if requested.
When I cease to act for you, I will seek to agree on the position on access to Google Analytics software and Social Media channels to ensure continuity of service.
20. The Provision of Services Regulations 2009 (‘Services Directive’)
In accordance with my professional body rules, I am required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices or by request from us.
Last Updated: 25 May 2018
Debbie Bouffler – Owner & Founder
Chartered Marketer, MCIM, DipM