The following terms and conditions of business apply to all Kay Johnson Gee LLP engagements. All work is carried out under these terms except where changes are expressly agreed in writing.
We will observe and act in accordance with the by-laws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
We confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006.
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 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.
Fees will usually be submitted at the end of each assignment but may, in some circumstance, be raised at intervals determined by ourselves. All such bills will be regarded as final bills for the work done to date referred to in the bill, unless otherwise specified at the time. You may be required to make payments of anticipated charges and disbursements in certain circumstances.
Unless otherwise agreed to the contrary our fees do not include the costs of any third party or other professional fees.
We reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our serves 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.
If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
Insofar as we are permitted to so by law or professional guidelines, we reserve the right to exercise a lien over all funds, document and records in our ossession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In this case, we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will not be reduced by such amounts. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.
If during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. Such advice may include:
In addition, for corporate clients, on the understanding that its shares or other securities are not publicly traded, we may also:
In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.
We are not authorised by the Financial Conduct Authority. However, we are included on the Register maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Institute of Chartered Accountants in England Wales. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.
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.
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
You have a legal responsibility to retain documents and records relevant to your financial and 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. Documents and records relevant to your tax affairs are required by law to be retained, as follows:
Individuals, trustees and partnerships:
Whilst certain documents may legally belong to you we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period.
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 Institute of Chartered Accountants in England and Wales.
Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.
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.
We may, on occasions, subcontractor work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
We reserve the right, for the purpose of promotional activity, training or for other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.
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 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 who may be in a similar line of business to you, or whose interests are adverse to yours. This would be subject, of course, to the obligations of confidentiality referred to above.
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 normal place of business for the attention of the directors/proprietors. 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 and take no further action until the board/partnership has agreed the action to be taken.
As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality control review. Our reviewers are highly experienced and professional people and, of course, are bound by the same requirements of confidentiality as our principals and staff.
We will provide our professional 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. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or yours or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or any public sector body (such as HM Revenue & Customs).
You agree to hold harmless and indemnify us, our principals, sub-contractors and staff, 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 our principals or staff personally.
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.
Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
13.1. In this clause 13, 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 andsecondary 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).
13.2. We shall each be considered an independent data controller in relation to the client personal data. 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.
13.3. You shall only disclose client personal data to us where:
13.4. Should you require any further details regarding our treatment of personal data, please contact our Data Protection Point of Contact Melanie Murray, Admin Manager for your Data Protection Procedures.
13.5. We shall only process the client personal data:
13.6. For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to 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.
13.7. We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect againstunauthorised or unlawful processing of the client personaldata and against accidental loss or destruction of, or damage to, the client personal data.
13.8. 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:
13.9. Upon the reasonable request of the other, we shall each co-operate 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.
Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties 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 which are corrupted or altered after dispatch. 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 bear 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 paper mail, other than where electronic submission is mandatory.
Any communication we send to you through the postal system is deemed to arrive at your postal address two working days after the day that the document was sent.
Under various UK and European enactments and regulations, we are under mandatory and sometimes complex obligations which require us to assist the relevant authorities in eradicating the laundering of the proceeds of crime and tax evasion. This process is known as “Money Laundering”. The various UK and European enactments and regulations are subject to period re-enactments, amendment and revision and we are required to comply with whatever provisions are in force from time to time (“the Money Laundering Provisions”) and are subject to potential criminal and/or civil sanctions and liabilities in the event of non-compliance.
This definition of money laundering is very wide and would include:
The Money Laundering Provisions may require us to make a money laundering disclosure in relation to information we obtain as part of our normal work. It is not our practice to inform you when such a disclosure is made or the reasons for it because of the restrictions imposed by the ‘tipping off’ provisions of the legislation.
As with other professional services firms, we are required to identify our clients for the purposes of the Money Laundering Provisions. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity within a reasonable time, there may be circumstances in which we are not able to proceed with the appointment.
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 this engagement letter or enclosed 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.
Failure by any one of us to exercise or enforce any rights available to us shall not amount to a waiver of any rights available to either of us.
You shall not have the right to assign the benefit (or transfer the burden) of the Engagement Letter to another party without our written consent.
Only someone who is a party to this agreement has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right to remedy that exists independently of the Act.
The advice we give 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 work or professional services is made available to them.
If you breach any of your obligations under the Engagement Letter and there is any claim made or threatened against us by a third party, you shall compensate us and reimburse us for and protect us against any loss, damage, expense or liability incurred by us which results from or is connected with any breach and any such claim. If any payment is made by you under this clause you shall not seek recovery of that payment from us at any time.
You accept that all advice received by you during the course of any engagement is provided to you by Kay Johnson Gee LLP and you agree that in the event of any default arising that your sole recourse is against Kay Johnson Gee LLP and not any third party (including but not limited to any partner or employee of Kay Johnson Gee LLP and/or the individual who may have advised you during the course of an engagement). For the purpose of this clause, any third party (including but not limited to any partners, employees or consultants of Kay Johnson Gee LLP will be entitled to enforce the terms of the Contracts (Rights of Third Parties Act 1999).
Our staff are assigned to you on the mutual understanding that neither party will offer employment to, nor employ, the staff of the other who have been involved during the assignment, or dealing with you, within 12 months unless written consent has been obtained from either party. If such consent is given either party reserves the right to bill an appropriate fee of 25% of annual salary on appointment plus VAT.
Unless otherwise agreed in the engagement covering 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 21 days’ notice in writing to the other party except where you fail to co-operate 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 responsible or liable for any consequences arising from termination.
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. This will also assist in ensuring an efficient handover between professional advisers. 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 hence cease to act.
This engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with English law. Each party agrees that the courts of England 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.
If at any time you would like to discuss with us how our service could be improved or if you are dissatisfied with the service you are receiving, please let us know by telephoning either Julian Beressi or Roger Blaskey on 0161 832 6221.
We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.
If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right.
In the event that you believe that we have not satisfied your complaint, you can refer the matter to the Institute of Chartered Accountants in England and Wales. They will investigate your complaint and endeavour to obtain a mutually acceptable resolution to the problem.
We are registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.ukfor the UK and www.cro.ie/auditorsfor Ireland under reference number C003985817.
Our professional indemnity insurers are Liberty Mutual Insurance Europe Limited and AIG Europe Limited. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of Canada.
Our VAT registration number is 194 6355 74.