The following terms of business apply to all engagements accepted by any client that is engaged with us. All work is carried out under these terms except where changes are expressly agreed in writing.

  1. Applicable law
    • Our engagement letter, the schedules 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 on any basis. 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.
    • Each party irrevocably waives any right it may have 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.
    • 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 light of any change in the law or in 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.
  1. Client identification
    • All accountants must comply with the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2017 (the “Anti Money Laundering Legislation”), which are intended to stop the activities of terrorists and other criminals by preventing them using accountancy services. If we do not comply with this legislation, we risk imprisonment.
    • We may therefore request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. . At any time we may also need to obtain evidence confirming the identities of third parties, the source of any money or funding of property or other assets, and other matters. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
    • We assume that our clients are honest and law abiding. However, if at any time we have grounds to suspect that crime is being committed, we are obliged to make a report to the National Crime Agency (NCA). We are prohibited by the legislation from telling you that we have done this. In such circumstances, we cannot do any work for your company without consent from NCA.
    • ‘Criminal property’ is money, property, other assets, rights or any benefit derived from criminal activity. Activity is considered ‘criminal’ if it is a crime under UK law, no matter how trivial. Tax evasion is a criminal offence but an honest mistake is not. It does not matter who carried out the criminal activity. Even if you are honest in your dealings, if your property represents a benefit from someone else’s crime, we must still make a report.
    • Disclaimer: We will not be liable for any loss suffered by you or any third party as a result of our compliance with the Anti Money Laundering Legislation or any UK law.
    • If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of £10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.
    • Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.
  1. Clients’ money
    • We may, from time to time, hold money on your behalf. The 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 ICAEW’s Clients’ Money Regulations.
    • All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you if the amount earned on the balances held on your behalf in any calendar year exceeds £25.00. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
    • We will return monies held on your behalf promptly, as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed, and the client to which they relate has remained untraced for five years, or we as a firm cease to practise, we may pay those monies to a registered charity.
    • If there are grounds to suspect that any monies held in a client account are derived directly or indirectly from any criminal activity whatsoever, we may not release such monies until we receive permission to do so from NCA (National Crime Agency).
  1. Commissions or other benefits
    • In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you.
    • If this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply if the payment is made to, or the transactions are arranged by one of our associates. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You agree that we, or our associates, can retain the commission or other benefits without being liable to account to you for any such amounts. If we however choose to reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission.
  1. Confidentiality
    • Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.
    • You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
    • In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.
    • You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
    • We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
    • We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by confidentiality terms equivalent to an employee.
    • When using external or cloud based systems, we will ensure confidentiality of your information is maintained. This applies in addition to our obligations on data protection.
  1. Conflicts of interest
    • 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, unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services. If this arises, we will promptly inform you.
    • If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at com/en/membership/regulations-standards-and-guidance/ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.
  1. Data Protection
    • 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 any of the parties mentioned in this engagement letter 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.
    • Data protection legislation and regulation places obligations on us as a data controller where we act as a data processor to undertake the processing of personal data on your behalf. We therefore confirm that we will at all time 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 required of us as a date controller.
    • Our privacy notice explains how we process personal data in respect of the various services that we provide and can be provided to you upon request or found on our website.
    1. Disengagement
      • Should we resign or be requested to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. If 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.
    1. Electronic and other communication
      • Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties by email or other electronic means. It is the responsibility of the recipient to carry out a virus check on any emails and attachments received.
      • 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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or for communications which 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. It may therefore be inappropriate to rely on advice contained in an e- mail without obtaining written confirmation of it. 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 when electronic submission is mandatory.
      • Any communication by us with you sent through the postal (or DX) system is deemed to arrive at your postal address two working days after the day the document was sent.
    1. 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 we provide, as well as the level of risk.
      • If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that will be the case.
      • We will bill on a monthly, quarterly, half-yearly or yearly basis and our invoices will be strictly due for payment within 30 days net 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.
      • It is our normal practice to ask clients to pay by monthly direct debit and periodically to adjust the monthly payment by reference to actual billings.
      • 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 you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
      • Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
      • We reserve the right to charge interest on late paid invoices at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if 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.
      • Where fees are overdue we reserve the right to suspend working on your affairs until payment is made and to amend our terms of engagement in respect of future invoices.
      • Where applicable, 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 we shall be entitled to enforce any sums due against the group company or individual nominated to act for you.
    1. Help us to give you the best service
      • We are committed to providing you with a high quality service that is both efficient and effective. If, at any point you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by speaking to a director.
      • We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns.
      • If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW.
    1. 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 or wilful default.
      • Exclusion of liability for loss caused by others – We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person 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.
      • Exclusion of liability in relation to circumstances beyond our control – We will not be liable to you for any delay or failure to perform our obligations under our engagement letter to you if the delay or failure caused by circumstances outside our reasonable control.
      • Exclusion of liability relating to the discovery of fraud etc. – 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 applies equally to the fraudulent acts, misrepresentation or wilful default on the part of any party to the translation and their directors, officers, employees, agents or advisors.

This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which 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.

        • Indemnity of unauthorised disclosure – 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 extended to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
        • Limitation of aggregate liability – Where the engagement letter specifies and aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, its directors, 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. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.

You have agreed that you will not bring any claim of a kind that is included with the subject of the limit against our directors or employees on a personal basis.

      1. Intellectual property rights and use of our name
        • We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.
        • All accounts, statements and reports prepared by us are for your exclusive use within your business or to meet specific statutory responsibilities. No third party shall acquire any rights under this agreement to provide professional services.
        • 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. Interpretation
        • If any provision of our engagement letter or terms of business is held to be void, 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.
      1. Internal disputes within a client
        • If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the registered office (or normal place of business if the registered address is our office) for the attention of the directors / partners / trustees. If conflicting advice, information or instructions are received from different directors / partners / trustees in the business, we will refer the matter back to the board of directors the partnership and take no further action until the board has agreed the action to be taken.
      1. Investment advice (including insurance distribution services)
        • Investment business is regulated by 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.
      1. Retention, access and ownership of records
        • 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, and audit where applicable of your accounts and or returns.
        • 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.
      1. Lien
        • Insofar as we are permitted to so by law or by 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.
      1. Period of engagement and termination
        • Unless otherwise agreed in our engagement letter, our work will begin when we receive 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 our agreement by giving not less than 21 days’ notice in writing to the other party except if 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 before termination.
        • We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.
        • In the event of termination of our 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 will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
      1. Professional rules and statutory obligations
        • We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW (including Professional Conduct in Relation to Taxation) and will accept instructions to act for you on this basis. In particular, you give us the authority to correct errors made by HMRC if 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. The requirements are available online at com/en/membership/regulations-standards-and-guidance.
      1. Anti-poaching
        • During the period of this engagement, including any extension and any resulting subcontract, and for one year thereafter, you shall not directly solicit, recruit or hire as an employee or agent, whether fulltime or part-time, by contract or by direct hire, any then current employee of either Murrells Limited or GLX Limited assigned to or participating in the work under this engagement letter without the prior written consent of both Murrells Limited and GLX Limited.
      1. Quality control
        • As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principal[s] [and staff].
        • When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit gov.uk/government/publications/your-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.
      1. 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. Advice is valid as at the date it was given.
      1. Retention of papers
        • You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial 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:

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

Companies, Limited Liability Partnerships, and other corporate entities:

      1. six years from the end of the accounting period.
      • Correspondence and other papers that we may hold older than 6 years will be destroyed unless you request their return in writing. Documents can be collected free of charge but a fee will be charged for returning documents by post.
      1. The Provision of Services Regulations 2009
        • In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found by speaking to a Director and are also located at our offices.
      1. Timing of our services
        • 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 to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

These terms were last updated on 4th July 2020.