STANDARD TERMS AND CONDITIONS OF BUSINESS

Applicable law
Client identification and verification
Client money
Commissions and other benefits
Complaints
Confidentiality
Conflicts of interest
Data protection
Disengagement
Electronic and other communication
Employees
Fees and payment terms
Force Majeure
Implementation
Intellectual property rights
Interpretation
Internal disputes within a client
Investment advice (including insurance mediation services)
Lien
Limitation of liability
Limitation of third-party rights
Money Laundering
Period of engagement and termination
Professional body rules
Reliance on advice
Retention of papers
Scope of Services
The Provision of Services Regulations 2009 (‘Services Directive’)

We are required by our governing bodies to periodically review and if necessary, update our terms of engagement. The below content explaisn the basis on which we are to provide services to you as your accountants, tax agent and adviser and sets out both yours and our respective responsibilities.

The following terms of business apply to all engagements accepted by Seftons Limited and its associated companies. All work is carried out under these terms except where changes are expressly agreed in writing.

1. Applicable law

Our engagement letter, the schedule of services and our 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.

2. Client identification and verification

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.

3. Client money

If we 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 Institute of Chartered Accountants in England and Wales client money rules.

4. Commissions and other benefits

In some circumstances, we may receive commissions and/or other benefits for introductions to other professionals or in respect of transactions that we arrange for you.

5. Complaints

We are 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 our service, please contact our Practice Manager, Rachel Sefton at rjs@seftons.co.uk. All complaints should be in writing in the first instance. We agree to look into 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 our professional body, the Institute of Financial Accountants.

6. Confidentiality

Advice, whether written or oral, rendered by the Advisor to the Client in connection with the Engagement may not, save as required by law, be disclosed without the prior written approval of the Advisor to any third party, other than to employees or potential employees of the Client and any professional advisors of the Client who are concerned with the Engagement.

Neither the Advisor nor any other member of the Group will have any duty to disclose to the Client any fact, matter or thing which comes to its notice (or the notice of any member of the Group or any employee, director or agent of the Advisor) in the course of carrying on any other business or as a result of or in connection with services provided to other persons.

The Advisor will observe client confidentiality at all times and it will make such internal arrangements as may be necessary to preserve the confidentiality of confidential information belonging to the Client in the Advisor’s possession. It is recognised that the Client and the Advisor are subject to inspection and supervision by regulatory and other authorities carried out in the public interest. Accordingly, the Advisor shall be entitled to disclose information known to it in connection with the Engagement in responding to requests for information from the Surveillance Division of The International Stock Exchange, the Bank of England, the FSA or any other recognised regulatory organisation or inspectorate. The Advisor’s entitlement to disclose such information shall be without prejudice, and in addition to any other right or obligation by virtue of which the Advisor, or any other member of the Group, shall be bound by law to disclose information.

All correspondence and other papers held by the Advisor in relation to any matter undertaken for the Client shall be the Advisor’s sole property, with the exception of original contracts, share certificates and other documents of title held to the Client’s order and material to be supplied to the Client by the Advisor in the course of the Engagement which is stipulated to belong to the Client.

Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in our privacy notice. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.

We 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.

7. Conflicts of interest

If there is a conflict of interest in our relationship with you or in our relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. Any such safeguards may include work being undertaken by different Staff and overseen by separate individual Managers within our Firm.

Where conflicts are identified that 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 promptly. We reserve the right to act for other clients whose interests are not the same as or are averse to yours, subject, of course, to the obligations of confidentiality referred to above.

8. Data protection

You acknowledge that we will act in accordance with the privacy notice we have supplied to 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 which we may obtain in order to deliver our contractual services. 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 either:

(i) you have provided the necessary information to the relevant data subjects regarding its use;

(ii) 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 (iii) 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 in the first instance contact Rachel Sefton.

We shall only process the client personal data:

(i) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;

(ii) in order to comply with our legal or regulatory obligations; and (iii) 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 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 members of our company’s network, our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) 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:

(a) 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;

(b) 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

(c) 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 cooperate 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.

Where we act as Data Processors:

We shall both comply with all applicable requirements of the data protection legislation. This clause is in addition to, and does not relieve, remove or replace, either of our obligations under the data protection legislation.

We both acknowledge that for the purposes of the data protection legislation, you are the data controller and we are the Data Processor.

In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:

(a) process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;

(b) disclose and transfer the client personal data to members of our company’s network, our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;

(c) disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;

(d) maintain written records of our processing activities performed on your behalf which shall include:

(i) the categories of processing activities performed;

(ii) details of any on cross border data transfers outside of the European Economic Area (EEA); and

(iii) a general description of security measures implemented in respect of the client personal data;

(e) maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.

(f) return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;

(g) ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;

(h) notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause;

(i) where we transfer the client personal data to a country or territory outside the EEA to do so in accordance with data protection legislation;

(j) notify you promptly if: i. 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 the client personal data; ii. we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Officer); or iii. in our reasonable opinion, an instruction infringes Data Protection legislation:

(k) notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data;

(l) at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws and.

(m) not alter, copy, duplicate or change client personal data without your written authority.

You hereby explicitly acknowledge and consent that we may make use of cloud computing services to store Personal Information and other data relating to you. We will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) to protect this Personal Information and other data from unauthorised disclosure. You, however, acknowledge and agree that it is impossible for us to guarantee the security of the Personal Information and other data with absolute certainty and that the use of cloud computing services may therefore entail certain risks. In addition to the provisions set out in Article 82 of the GDPR, we shall only be responsible, subject to any limitation of liability clause included in the body of the engagement letter, if it has finally judicially been determined that we did not take commercially reasonable measures to protect the Personal Information and other data from unauthorised disclosure.

Without prejudice to the generality of this clause, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.

Should you require any further details regarding our treatment of personal data, please contact Rachel Sefton by email on rjs@seftons.co.uk.

9. Disengagement

The Advisor reserves the right to terminate this Agreement by not less than seven days written notice to the Client if the Client fails to pay any amount owing to the Advisor on the due date, or if at any time the Advisor considers that the Client is unwilling to actively pursue the matter on which the Advisor is engaged or if, whether in relation to such matters or otherwise, the Advisor considers the Client to have infringed the law or the provisions of the City Code on Takeovers and Mergers or other Stock Exchange or governmental regulatory requirements or if for any other reason the Advisor considers that it would be prejudicial to the Advisor’s interest and reputation to continue its appointment as advisors in relation to the Engagement.

The Client shall have the right to terminate this Agreement by not less than 7 days’ notice in writing to the Advisor if the Advisor commits any breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 7 days after being given written notice giving full particulars of the breach and requiring it to be remedied.

Upon the termination of this Agreement for any reason: –

any sum owing by the Client to the Advisor under any of the provisions of this Agreement shall be immediately payable;

each party shall forthwith cease to use, either directly or indirectly, any confidential information belonging to the other and shall forthwith return to the other party any documents in its possession or control which contain or record any such confidential information;

the provisions of paragraph 9 and any other provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and

subject as provided in this paragraph, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.

Should we have no contact with you for a period of 12 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

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.

10. Electronic and other communication

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 may 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.

11. Employees

‘Related Party’ or ‘Related Parties’ in this clause shall include your related parties or connected parties, including but not limited to your parent, subsidiaries, any holding companies, any subsidiary of any holding company, assigns, transferees, representatives, principals, agents, officers, directors, and entities in which you share common directorships, partnerships, memberships or shareholdings.

Our members of staff are allocated to work on your affairs on the understanding that you and your Related Parties will not offer employment to, nor employ, or solicit employment of any of our members of staff who have either been involved during our assignment, or with whom you have been dealing in any other capacity, unless our prior written consent is obtained. Whether or not such consent is given, we reserve the right to invoice you 30% (plus VAT) of the annual salary of the member of staff under his or her employment with you or your Related Party (to be disclosed by you or your Related Parties without delay). You shall pay such invoice within 30 days of receipt. The invoice shall be payable by you notwithstanding the fact that any offer or employment was not on your behalf and was by a Related Party.

12. Fees and payment terms

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.

Where requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. 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.

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 insurance 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.

We will bill monthly, quarterly or annually and our invoices are due for payment upon presentation/within 7 days of issue. 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 where appropriate.

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 issue applications for payment when dealing with continuous or recurring work. The payment terms for applications for payment are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment.

It is our normal practice to ask clients to pay by monthly standing order and to periodically advise you to adjust the monthly payment by reference to actual billings.

You authorise us to settle our agreed fees from any money held on your behalf in the client account.

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. We also reserve the right to suspend our services without prior notice to you 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 7 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 we reserve the right to charge you a reasonable fee for the provision of handover information.

All fees that remain payable by the company at the point of ceasing to trade or becoming insolvent and/or an insolvency practitioner is appointed, are to be met joint and severally by the directors personally. The signing of the Letter of Engagement constitutes a Personal Guarantee by the signing director and this Letter should only be signed after having taken legal advice in connection with your Guarantee and obligations entered into and hereby confirms that you fully understand its implications.

13. Force Majeure

In the event of any failure, interruption or delay in the performance by this Firm of its obligations, resulting from acts, events or circumstances not reasonably within our control, including but not limited to, industrial disputes, acts or regulations of any governmental of supernational bodies or authorities, breakdown, failure or malfunction or any electronic telecommunication or computer equipment or services, we shall not be liable or have any responsibility of any kind for any loss or damage thereby incurred or suffered by you.

14. Implementation

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

15. Intellectual property rights

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.

16. Interpretation

If any provision of the 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.

17. Internal disputes within a client

If we 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 our client is the business, 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 normal place of business. If conflicting advice, information or instructions are received from different directors/principals in the business, we 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 the action to be taken.

18. Investment advice (including insurance mediation services)

Investment business is regulated under the Financial Services and Markets Act 2000.

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 Conduct Authority or licensed by a designated professional body as we are not authorised to give such advice.

19. Lien

Insofar as we are 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.

20. Limitation of liability

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

We 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 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.

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.

We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us.

This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.

You agree to indemnify us and our 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 of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, its principals, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work.

You have agreed that you will not bring any claim against any of our principals or employees on a personal basis.

Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission. You agree to indemnify us and our 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 our advice and opinions whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment of our usual rates for the time we spend defending the claim.

We have agreed with you that our liability to you in respect of the professional services described within the Engagement Letter. Having considered both your circumstances and our own, we have agreed that, unless specified by statute, a fair maximum limit to our liability shall be £250,000 or if greater, 20 x our fee for any specific item of work undertaken which gives rise to the claim.

21. Limitation of third-party rights

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 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.

22. Money Laundering

We have a duty under s. 330 of the Proceeds of Crime Act 2002 to report to the National Criminal Intelligence Service (NCIS) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.

The offence of money laundering is defined by s. 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.

This definition is very wide and would include such crimes as:

deliberate tax evasion;
deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
fraudulent claiming of benefits or grants; or
obtaining a contract through bribery.

Clearly this list is by no means exhaustive.

We are obliged by law to report any instances of money laundering to NCIS without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under s. 333 of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.

We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by The Institute of Financial Accountants

23. Period of engagement and termination

Unless otherwise agreed in the engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter, except as stated in that letter we will not be responsible for periods before that date.

Each of us may terminate this agreement by giving not less than 7 days’ notice in writing to the other party, except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we 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, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are 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.

If you engage us for a one-off piece of work (for example advice on a one-off transaction or preparation of a tax return for one year only) 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 we owe you no duties and we will not undertake further work beyond that date.

Where recurring work is provided (for example ongoing compliance work such as the completion of annual tax returns) 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:

7 days after the date of notice of termination; or
A later agreed date

We owe you no duties beyond the date of termination and will not undertake any further work.

24. Professional body rules

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Institute of Financial Accountants (IFA) and will accept instructions to act for you on this basis.

You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business.

25. Reliance on advice

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we 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 us in writing. However, bear in mind that advice is only valid at the date it is given.

26. Retention of papers

You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work, we may collect information from you and others relevant to your tax affairs. We will return any original documents to you if requested.

When we cease to act for you, we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately. Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships

with trading or rental income: five years and 10 months after the end of the tax year;
otherwise: 22 months after the end of the tax year.

Companies, LLPs and other corporate entities

six years from the end of the accounting period.

While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return of any specific document or their retention for a longer period.

You should retain documents that are sent to you by us as set out in the privacy notice, which should be read alongside these terms and conditions.

27. Scope of Services

The attached Schedule of Services identifies most if not all of the services that you will either immediately upon our engagement or at any point during the period of our engagement, wish for us to undertake on your behalf. Although the Schedule is comprehensive, it may not specifically cover all services that you request from us. Where this may be the case, the terms laid out within both these Standard Terms of Business and the Schedule of Services, will apply insofar as they can be applied to the nature of the work undertaken.

28. The Provision of Services Regulations 2009 (‘Services Directive’)

In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be requested from us at rjs@seftons.co.uk.