Call 01322 223663 - Email kl.info@kelleyandlowe.com

Standard Terms of Business for Kelley & Lowe Ltd

The purpose of this schedule is to set out the standard terms of business that apply to all engagements and assignments accepted, whether verbally, in writing by email or as part of a letter, or by a written contract in the form of an engagement letter. All work carried out is subject to these terms except where changes are expressly agreed in writing.

These standard terms of business are applicable to all types of entities, for example companies, LLPs, sole traders, partnerships, individuals, pension schemes, etc. Any reference therefore to ‘director’ or ‘company’ should be interpreted as appropriate for the entity type, for example partner, trustee, LLP, etc.

Professional obligations

As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional registrations can be found on our website, www.kelleyandlowe.com.

We will observe and act in accordance with the byelaws and regulations of our professional body, The Association of Chartered Certified Accountants (ACCA), together with their code of ethics which can be found at www.accaglobal.com. We accept instructions to act for you on this basis.

In particular, you give us authority to correct errors made by HM Revenue & Customs 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.

Professional indemnity insurance

We comply with the Provision of Services Regulations 2009 by displaying the required details at our office.

Investment services

Since we are not authorised by the Financial Conduct Authority then we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by our professional body, 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:

Advise you on investments generally, but not recommend a particular investment or type of investment.
Refer you to a Permitted Third Party (PTP), an independent firm authorised by the FCA, assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received, but not make alternative recommendations. The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000.
Advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme.
Advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange.
Assist you in making arrangements for transactions in investments in certain circumstances.
Manage investments or act as trustee, or donee of a power of attorney, where decisions to invest are taken on the advice of an authorised person.

For corporate clients we may also, on the understanding that the shares or other securities of the company are not publicly traded:

Advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations.
Arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities.
Arrange for the issue of new shares.
Act as the addressee to receive confirmation of acceptance of offer documents etc.

Commissions or other benefits

The firm will not receive commission from any introduction to a PTP in connection with the above. Should any commission be contemplated at the time of an introduction we will provide written notification and agree terms with you at that time.

Client monies

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’ Money Regulations of our professional body, ACCA.

In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Barclays bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

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, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid 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. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.

Fees

Our fees are computed on the basis of time spent on your affairs by the principals and our staff, including sub-contractors or consultants where necessary, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.

Upon request, we may be able to provide an estimate of fees, based on an estimate of the level of skill and time expected to be taken for a specific assignment. Such estimate will not constitute a quotation or fixed fee arrangement. We may, also upon request, offer advice for repeat assignments as to changes and/or improvements in your record keeping to reduce the time required to carry out such assignments for you.

We may, occasionally, agree with you a fixed fee in respect of a single assignment for a single specified period. Such an agreement will not be construed as applicable to similar assignments in future periods unless specifically agreed in writing. Please contact us after the expiration of the relevant period to discuss an estimate of fees based on an estimate of time and skill required for future similar assignments.

Where such a single fixed fee is agreed, additional work required to complete the assignment outside the agreed services or resulting from records provided by you of a lower than agreed standard, will be charged on the basis of time and skill spent.

Invoices are payable in full, including disbursements, in accordance with the terms set out on the invoice. 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.

It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed for the current and ensuing years. Once we have been able to assess the amount of work and time involved, we would be grateful if you would agree to pay an amount to us on a regular basis.

We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. The firm does not accept settlement of fees by credit card.

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.

Insofar as we are permitted to do 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.

In the event that we cease to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

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

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, Limited Liability Partnerships, and other corporate entities

Six years from the end of the accounting period.

Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must notify us in writing if you wish us to keep any document for a longer period.

Conflicts of interest and independence

We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be averse to yours, subject to the clause on confidentiality below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you 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 then we regret that we will be unable to provide further services.

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 averse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality below.

Confidentiality

We confirm that where you give us confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to 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 averse 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. You may additionally need to consider your data protection responsibilities.

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 the confidentiality terms equivalent to an employee.

If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.

This clause applies in addition to our obligations as to data protection below.

Dealing with HM Revenue & Customs (HMRC)

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, see www.hmrc.gov.uk/charter/index.htm. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

The firm may refer to but does not rely upon the HMRC Agent Toolkits, their use being voluntary. In the unlikely event that HMRC considers any of your tax returns with which we assist to be inaccurate, we will help you to demonstrate that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed.

However, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations, and for acting on any advice that we give you.

Help us to give you the right service

We are committed to providing you with a high-quality service that is both efficient and effective. If at any time 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 contacting the office, contact details can be found on our website.

We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. We will acknowledge your letter within five working days of its receipt and endeavour to deal with your complaint within 8 weeks. If we do not answer your complaint to your satisfaction you may of course take up the matter with our professional body, ACCA.

In order that we may provide you with a high-quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreements between us as made verbally or as documented over time and as set out in this Standard Terms of Business. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:

Your insolvency, bankruptcy or other arrangement being reached with creditors.
Failure to pay our fees by the due dates.
Either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

Applicable law

The details of our engagement and these Standard Terms of Business are governed by and construed in accordance with English law. The Courts will have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement and any matter arising from it.

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.

If any provision in this Standard Terms of Business or other engagement details, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

Changes in the law, in practice or in public policy

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, public policy or your circumstances.

We will accept no liability for losses arising from changes in the law or the interpretation thereof, practice, or public policy that are first published after the date on which the advice is given to the fullest extent permitted by applicable law.

Internet communication

Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. However, internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch.

It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you.

If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication. We will never change our bank details without confirming this to you by posted letter. Any emailed or telephoned communications appearing to be from us which are not confirmed by post are fake and we accept no liability for any loss caused to you through accepting such communications as genuine.

Similarly, always give us by hand or by post, as well as by email, details of your bank account.

It is the responsibility of the recipient to carry out a virus check on any attachments received.

Data Protection

To enable us to discharge the services agreed, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you/your business/company/partnership/its officers and employees and shareholders, referred to as ‘personal data’.

Data controller

We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.

You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss.

If you are supplying us with personal data on the basis of a power of attorney for anyone, you must produce to us an original or certified power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding use of their personal data. You may refer to our privacy notice at www.kelleyandlowe.com for this purpose.

We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where this relates to you. You and we will consult and cooperate with each other when responding to any such request, complaint or notice.

If an individual whose data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data, we shall be entitled to do so where required by law.

In the course of providing services to you, we may disclose personal data to other firms in our network, a regulatory body or a third party or a buyer of our business. We may export personal data you supply to us outside the EU/EEA/UK if necessary. We will ensure all such data disclosure/export is compliant with relevant data protection legislation. You consent to such data export.

Where cloud-based services are to be used you may be subject to our cloud services terms and conditions and the cloud storage may be outside the EU/EEA/UK.

We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.

We will answer your reasonable enquiries to enable you to monitor compliance with this clause. If you need to contact us about any data protection issue, please contact the office, our contact details are available on our website.

Limitation of third-party rights

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.

The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it, unless we have expressly agreed in writing that a specified third party may rely on our work.

We will accept no responsibility to third parties, including any group company with whom we have not agreed terms, your spouse nor any family member of yours or your employer, for any aspect of our professional services or work that is made available to them.

Client identification

In common with other professional services firms, we are required by the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017, MLR 2017, to:

Maintain identification procedures for clients, beneficial owners of clients, and persons purporting to act on behalf of clients.
Maintain records of identification evidence and the work undertaken for the client.
Report, in accordance with the relevant legislation and regulations.

Where necessary, we may carry out electronic verification of your identity. Any such verification will be used solely for Anti-Money Laundering purposes and will not affect your credit rating.

We have a statutory obligation under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, neither the firm’s principals nor may staff enter into any correspondence or discussions with you regarding such matters.

If we are not able to obtain satisfactory evidence of your identity and where applicable that of the beneficial owners, we will not be able to proceed with the engagement.

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 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 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.

Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards

Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA.

In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.

However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.

General 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 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 where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.

Further, we will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control.

You will not hold us, our principal(s)/director(s), shareholders and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation, intentional or unintentional, supplied to us orally or in writing. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.

However, 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.

You agree that you will not bring any claim in connection with services we provide to you against any of our partners, shareholders, directors or employees personally.

Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

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 and our legal fees on an indemnity basis.

Nothing in this agreement shall exclude or limit our liability for death or personal injury caused by negligence nor for fraudulent misrepresentation or other fraud which may not as a matter of applicable law be excluded or limited.

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 engagements and assignments except where the law specifically states otherwise. You may only use such rights to the extent we agreed when engaged to provide services to you and may not resell or sublicense such rights without our further prior consent.

You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.

Draft/interim work or oral advice

In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally. Advice is valid as at the date it was given.

Interpretation

If any provision of our engagement terms or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of our contract, and no other provisions will be affected or impaired in any way.

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, unless we have agreed otherwise, 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/normal place of business for the attention of the directors/proprietors/partners/trustees. 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.

In certain cases, we reserve the right to cease acting for the business/client entirely.

Disengagement

If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

Services supplied

Your Responsibilities

You are responsible for providing full and accurate information within the time frames specified below.

Failure to do so may lead to automatic penalties, surcharges and/or interest.

Legal responsibility for approval of accounts and tax returns cannot be delegated to others. You agree to check that accounts and tax returns of any type prepared for you are accurate and complete in all respects before you approve them.

You are no less responsible for errors in unapproved accounts or tax returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the accounts or returns.

Where the firm is engaged as Accountant and/or Tax Advisor

For Limited company clients, the financial statements will be prepared in accordance with the FRS 102 or FRS 102 for small entities accounting basis.
For other entities, for example sole traders and partnerships, the financial statements will be prepared in accordance with the recognition and measurement requirements of the FRS 102.

To ensure we meet the Companies House and/or HMRC submission deadlines, we must have your accounting records at least 3 months before the earliest filing deadline relating to the assignment.

Where the firm is engaged for VAT services

The minimum number of days needed for the supply of records before submission of your VAT return is 10 working days, unless you provide a fully completed return for our online submission where allowed under the “Making Tax Digital” rules, in which case the minimum number of days needed before submission is 2 working days.

Where the firm is engaged for Auto-enrolment, Payroll and PAYE related services

For auto-enrolment, you will identify and appoint an appropriate pension provider.

The minimum number of days needed for the supply of information before online submission of payroll data is 3 working days.

The minimum number of days needed for the supply of information before online submission of PAYE scheme related returns, for example P11D’s, employment related security returns etc., is 10 working days.

You are legally responsible for:

Ensuring that the data in your payroll submissions is correct and complete.
Complying with auto-enrolment obligations.
Making any submissions by the due date.
Paying tax, NIC and Apprenticeship Levy, if applicable, on time.

Failure to do any of the above may lead to penalties and/or interest.

Employers cannot delegate these legal responsibilities to others. You agree to check that submissions we have prepared for you are correct and complete before approving them.

You are responsible for all legal and contractual matters relating to the employment of your employees.

Where your records are accessible via accounting software via the Cloud

The names and details of our Cloud Suppliers are:

Quickbooks

Address: Intuit Inc., 5th Floor, Cardinal Place, 80 Victoria Street, London SW1E 5JL
Telephone: 0808 168 4263
Call back/live chat: https://quickbooks.intuit.com/uk/contact/
Location of server: USA. For further information see https://quickbooks.intuit.com/uk/gdpr/

Sage

Address: Sage (UK) Ltd, The Shard, 32 London Bridge Street, London SE1 9SG
Telephone: 0191 479 5955
Email: sagebusinesscloudsupport@sage.com
Location of server: Canada

The notice period for disengagement where either of these services is provided is one month.

Where we provide client portal services