1. Fees
Our fees may depend not only on the time spent on your affairs by the directors and our staff and on the levels of skill and responsibility involved, but also the level of risk identified and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and will be due within thirty days from the date of the invoice.
We may indicate an estimated fee for the provision of specific services. We will not usually identify fixed fees for more than a year in advance as these may need to be revised in light of subsequent events. Where we estimate our fees for any specific work, this will not be binding unless this is clearly stated to you. Where no fee estimate is given, our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs multiplied by their charge-out rate per hour, VAT being charged thereon where applicable. Indicative charge out rates (excluding VAT) are as follows; Director £185/hr, Manager £85/hr, Assistant £50/hr.
Please contact us if you would like further information on our current charge out rates.
If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc., are completed to the agreed stage.
Our fees will exclude out of pocket expenses. Out of pocket expenses (plus VAT (if applicable)) will be billed as incurred for reimbursement by you.
Invoices are payable in full before the report is signed and the accounts are made available for filing.
Many of our clients request to make arrangements to pay a proportion of their fee on a monthly standing order to assist their cashflow. These standing orders will be applied to fees arising from work agreed in this letter of engagement 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. If you’d like further details on setting up a standing order, please contact us at the office.
Our terms relating to payment of amounts invoiced and not covered by standing orders and/or direct debits, where appropriate, are strictly 30 days net. Interest will be charged on all overdue debts at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.
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.
2. Client identification
In common with all accountancy and legal practices, the firm is required by law to:
- Maintain identification procedures for clients and beneficial owners of clients;
- Maintain records of identification evidence and the work undertaken for the client; and
- Report, in accordance with the relevant legislation and regulations.
We may request from you, and retain, such information and documentation as we require for these purposes. We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks. If we are unable to verify your identity electronically, you may be requested to provide documentary evidence as an alternative.
If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
3. Investment advice
We are not authorised by the Financial Conduct Authority (previously known as the Financial Services Authority) to conduct Investment Business. If you require investment business services, we will refer you to a firm authorised by the Financial Conduct Authority or licensed by a Designated Professional Body.
In some circumstances, commissions or other benefits may become payable to us or one of our associates in respect of transactions we or such associates arrange for you. If this happens, we will notify you in writing of the amount and terms of payment. The nature of the engagement and professional judgement would determine the frequency and detail required to ensure compliance with our Code of Ethics. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts.
4. 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 the ICAEW.
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 Lloyds Bank Plc 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 exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, 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. 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 cease to practise, then we may pay those monies to a registered charity.
5. Confidentiality
Communication between us is confidential and we shall take all reasonable steps to keep your information confidential 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, subcontract 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 purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
6. Consultancy services
We may, on occasions, subcontract work on your affairs to other specialist tax or accounting consultants for advice or an opinion where applicable. We will provide the consultants with any relevant information, or our files, to assist with this referral. We will only inform you before we instruct any such consultant, where it will result in additional and/or increased fees being incurred. Where no additional or increased fees are incurred, you hereby give consent to your information, data and/or files being reviewed by a third-party. Our consultants are highly experienced and professional people and are bound by the same requirements of confidentiality as our directors and employees.
7. External review
As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.
8. 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 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 registered office or 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/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.
9. Interpretation
“Stealth Bookkeeping” and “Stealth Bookkeeping Services” are a trading names of Stealth Bookkeeping Services Limited, a Limited Company registered in England & Wales (company number 07391221). Registered office address Greville House, 10 Jury Street, Warwick, CV34 4EW. A list of directors is available for inspection at the registered office.
Any reference to a ‘partner’ in relation to Stealth Bookkeeping Services means a Director of Stealth Bookkeeping Services Limited.
If any provision of this engagement letter or terms of business or its application is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provision and its application shall not in any way be affected or impaired.
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.
10. Implementation and reliance on advice
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
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 retain all copyright in any document prepared by us during the course of carrying out the engagement, save where the law specifically provides otherwise.
11. Limitation of liability
We will provide services as outlined in this letter 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. 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.
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 the light of any change in the law or 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.
We will not accept liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given.
We will not accept liability for any loss suffered by you or any third party as a result of our compliance with the Anti-Money Laundering Legislation or any such legislation.
Where/if you engage any third party specialist advisors, it is solely your responsibility to ensure you enter into separate terms and conditions with such providers as any advice received from them will not be covered by our letter of engagement (including the attached terms and conditions) and likewise we will not accept any liability if you act on advice or fail to act on advice given by any such advisors.
The total aggregate liability as a body, of whatever nature, whether in contract, tort or otherwise, of Stealth Bookkeeping Services Limited for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall not exceed a multiple of 15 times the fee charged in respect of the work carried out and is subject to the claim being limited to the value of our indemnity limit under our professional indemnity insurance.
You will not hold us, including our Directors and our employees (past and present), 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 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 directors or employees personally.
We are not licensed or authorised for the reserved legal activity of non-contentious probate. Consequently, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by the ICAEW Probate Compensation Scheme, this service will not be covered by legal personal privilege and you will not have access to the Legal Ombudsman.
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.
12. Professional rules and practice guidelines
We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the ICAEW 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. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/regulations.
13. Conflicts of interest
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 adverse to yours. Subject to our confidentiality clause, we confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.
If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by our Code of Ethics, which can be viewed on the internet at https://www.icaew.com/technical/ethics/icaew-code-of-ethics in part 3, sub-section 310.
14. Client relations
We are committed to providing a high standard of client service. If you have any ideas as to how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please contact us. In the event that you have a complaint, we will look into this carefully and promptly and do all we can to explain the position to you or address your concerns. In the unlikely event that you are not satisfied with our response, you may make a complaint to the Institute of Chartered Accountants in England & Wales. We will provide you with their contact details on request.
In order for us to 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 agreement between us set out in this Engagement Letter.
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 in order to meet any regulatory deadlines. However, failure to complete our services prior to any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.
Either party to these terms of engagement may terminate the agreement by giving not less than 30 days notice in writing to the other party. We may, however, terminate our agreement immediately
in the event of:
- your insolvency, bankruptcy or other arrangement being reached with creditors
- failure to pay our fees by the due dates
- failure to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information
- either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. We may, however, be 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
Should we have no contact with you for a period of 2 years or more we may issue to your last known address a disengagement letter and thereafter cease to act.
15. Ownership of records
In the event of non-payment of our fees for services rendered, insofar as we are permitted to 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.
16. File destruction
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 of your accounts and/or returns.
Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we think may be of continuing significance. If you require the retention of any document, you must notify us of that fact in writing.
You have a legal responsibility to retain documents and records relevant to your tax affairs.
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 ten 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
17. Recruitment restriction
You hereby agree you or any connected business and/or person will not, without the prior written consent of Stealth Bookkeeping Services Limited, hire a person who is or has been employed by Stealth Bookkeeping Services Limited in performing its duties hereunder, nor make any other arrangements for the acquisition of the work input of such person before six months have elapsed from the expiry or earlier termination of the Agreement.
Unless otherwise agreed, if you are found in breach of the recruitment restriction as stated above, you agree to pay Stealth Bookkeeping Services Limited compensation, being an amount equivalent to six months’ earnings before taxes of such a person.
18. Applicable law
This engagement letter, the schedule of services and our standard terms and conditions of business shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
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. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
19. 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 you, your business (sole trade and/or partnership), your company, its shareholders, members, officers and employees 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.
You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us, you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.
Our privacy notice, which can be found on our website at www.stealthbookkeeping.com/privacy-policy explains how we process personal data in respect of the various services that we provide.
Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times 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 equivalent to those placed on you as a data controller.
20. Statutory Auditors
Stealth Bookkeeping Services Limited is not registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales.
As such, Stealth Bookkeeping Services Limited will not undertake any such work or sign any opinions that only a UK registered auditor can complete.
21. The provision of services regulations 2009 ('Services Directive')
In accordance with the requirements of our professional bodies, we maintain appropriate professional indemnity insurance with appropriate territorial coverage and confirm that our liability in the event of a claim shall be limited to the value of our indemnity limit. Details of our professional indemnity insurance are freely available to view in the reception area of our Warwick office. Please ask us if you would like any further information about our indemnity insurance.
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 or Canada.
22. Use of our name in statements or documents issued by you
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.
The copyright in any document prepared by us belongs to us in entirety unless the law specifically provides otherwise.
23. Electronic and other communication
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.
These are risks you must agree to bear in return for greater efficiency and lower costs. 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 and we will communicate by paper mail, other than where electronic submission is mandatory.
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 despatch.
It is the responsibility of the recipient to carry out a virus check on any attachments received.
Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.
24. Provision of cloud-based services
Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party. The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them regarding the resumption of a normal service as soon as possible.
For services offered on a payment or subscription basis, the payments will be invoiced to you in pounds sterling (£) plus any and all applicable taxes, including without limitation VAT and GST. Failure to pay these invoices by their due dates or providing registration information that is not accurate, current, and complete and you do not notify us promptly when such information changes, may result in your access to these services being suspended or terminated. Access to these services will not be re-instated until all outstanding fees have been cleared in full. The firm cannot be held liable for any interruption of service provided by the Cloud Supplier as a result of non-payment of the subscriptions fees.
We will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the services are cancelled or terminated under this Agreement. Additional terms of use and service level agreement, cancellation and/or renewal terms may be provided to you on the website for the Services. You are responsible for ensuring that the terms are suitable for your requirements. Should you wish to discuss anything in these agreements please contact us prior to entering into the agreement.
25. Client Electronic Approval and Electronic Storage
We use the provider ‘Signable’ to obtain a secure electronic signature on necessary or applicable documents.
The UK has accepted electronic signatures since 2000, with the introduction of the Electronic Communications Act of 2000 and the eSign act of 2000.
You agree that you and your staff (where applicable) will control who can provide an electronic signature.
We also use ‘Dropbox’ to store and backup our electronic files and these are kept in line with their terms and conditions.
We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful access to data on the sites and against accidental loss or destruction of, or damage to, the data.
At our discretion, we may change how the electronic signature service is offered and/or how we store and maintain our electronic files. We will provide you appropriate notice of any changes that may affect your usage.
If you do no consent to us using this form of electronic file storage, you must notify us of that fact in writing.