AFP Services Ltd – Terms and Conditions
These are the terms of business for all engagements that we accept, unless changes are expressly agreed in writing. In these terms and conditions, “we”, “us” and “our” means AFP Services Ltd, a company registered in England and Wales under number 04511386 whose registered address is Timsons Business Centre, Bath Road, Kettering, Northamptonshire, NN16 8NQ and “you” and “your” means the client as detailed in our engagement letter.
These terms and conditions, together with our engagement letter and schedule of services (where supplied) shall form the binding and entire agreement between us (save that any rights implied by law which cannot be excluded (such as for consumers) shall be deemed to be included into these terms).
Part 1 of these terms and conditions shall apply to all of our clients, Part 2 shall only apply to clients working with us in the course of their business and Part 3 shall only apply to clients working with us in a personal capacity (not in the course of any business or commercial endeavours).
Any reference in these terms and conditions to “writing” or “written” includes communications by email.
Part 1: General Terms and Conditions
- Professional rules and statutory obligations
1.1 We are Members in Practice of CIMA (the Chartered Institute of Management Accountants) and we will comply with the CIMA Code of Ethics, which can be found at cimaglobal.com. This requires us to comply with the principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
1.2 We accept instructions to act for you on the basis that we will act in accordance with this CIMA Code of Ethics.
1.3 Please be aware that the duty of a professional accountant is not exclusively to satisfy the needs of an individual client or employer. In complying with the ethical requirements of the CIMA Code of Ethics, we are obliged to act primarily within the public interest.
1.4 We are obliged by law and by CIMA to undertake checks to ensure that you and your business are operating lawfully. By agreeing to our terms of engagement you accept that we are authorised to complete such checks as are necessary.
1.5 Under The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 it is a criminal offence if we do not report suspicious transactions or if we inform a client that a report has been made against them.
- Our Services
2.1. Our services will be provided by members of our staff, contact details of which will be advised to you. We will endeavour to keep continuity but will advise you if there are to be any changes in staff. The services to be provided, timescales and fees are listed in our engagement letter and/or as otherwise agreed between you and us from time.
2.2. We agree to:
2.2.1. keep and maintain records of work completed and make them available to you upon request;
2.2.2. provide regular reports on the progress of any work being completed on your behalf;
2.2.3. raise any issues or concerns that may be found during the term of engagement;
2.2.4 return any information owned by you within thirty working days upon termination of the engagement providing payment for work carried out by us has been made;
2.2.5 keep records in compliance with current data protection legislation; and
2.2.6. act as your authorised users on any business operation platforms and applications that you may subscribe to from us or third parties with access rights to be determined by you.
2.3. You give us the authority to correct errors made by HMRC where we become aware of them.
- Your Obligations
3.1 You agree to:
3.1.1. provide the following proof of identity, current address and business details as required by the anti-money laundering regulations set out in clause 1.5:
3.1.1.1. A utility bill dated within the last three months;
3.1.1.2. Passport or driving licence of all named directors;
3.1.1.3. Certificate of incorporation.
We will retain this 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, we will not be able to proceed with the engagement;
3.1.2. ensure that records of your business activities are correct and maintained to meet the requirements of regulatory authorities;
3.1.3. disclose all relevant information to enable us to complete the work agreed within the timescales we have agreed with you; and
3.1.4. allow full and free access to financial and other records held by yourselves or third parties.
- Retention of and access to records
4.1. You have a legal responsibility to retain documents and records relevant to your financial affairs. In the normal course of business, we will hold all paperwork relating to your previous financial year at our offices. We can archive prior year’s paperwork in our storage facility which is off-site for a fee. This paperwork remains your property and as such, is available for inspection, or transmission at any reasonable time, if requested by you. This is the case for any electronic records held, though any software needed to view such records will always remain our property.
4.2. After completing work for you, we are entitled to keep all your paperwork and documents while there is money owing to us. Where no amounts are owing to us, we will keep our copies of documents and records (except for any of your paperwork which you ask to be returned to you) for no more than 6 years from the date of the final bill sent to you on that matter. We keep the file(s) on the understanding that we have the authority to destroy it/them once such 6 year period has elapsed. You must tell us in writing if you wish us to keep any document for a longer period, in which case we may charge for the additional storage. We will not destroy documents you ask us to deposit in safe custody.
4.3. If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrieval. However, we may make a charge based on time spent producing stored papers or documents to you or another, at your request. We may also charge for reading, correspondence or other work necessary to comply with the instructions, given by you or on your behalf.
- Confidentiality
5.1. We agree never to share information relating to you or your business with any third party without prior consent, unless we are required to do so by law or to comply with regulations or quality control reviews. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement. Likewise, you agree to keep confidential the output of the work we produce for you and you will not disclose, copy or permit this to be used by any third party without our prior written permission.
5.2. Where you are a business client, we reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that your business is a client, unless you expressly request otherwise in writing. As stated above we will not disclose any confidential information.
5.3. We may communicate with you electronically and you accept the risks associated with such communications, except for anything arising through our negligence or willful default, which is subject to clause 20 below.
- Conflicts of interest
6.1. 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. You agree to notify us if you have reason to believe that such a conflict has arisen or may arise. 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.
6.2. 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. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours, subject of course to the obligations of confidentiality referred to above.
- Commissions or other benefits
7.1. In some circumstances we or one of our associates may receive commissions or other benefits for introductions to other professionals or in respect of transactions we or such associates arrange for you.
7.2. The fees you would otherwise pay will not be reduced by such amounts 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.
- Data Protection
8.1. The parties acknowledge that Personal Data may be processed in accordance with Data Protection Laws during the provision of the services under this agreement and the parties shall comply with the data processing requirements as set out in the data processing agreement which is set out here https://afpservices.co.uk/afp-data-processing-agreement/ (“DPA”). “Data Protection Laws” shall have the meaning given to it in the DPA.
- Compliance
9.1. During the term of your engagement with us you acknowledge and agree that you will be solely response for ensuring your compliance (your business’ compliance) with all of its legal obligations, including (but not limited to) those under the Bribery Act 2010, the Modern Slavery Act 2015 and the Criminal Finances Act 2017 (“Compliance Obligations”).
9.2. You agree to indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any failure by you or your business to comply with your Compliance Obligations. This excludes any occurrence when the default is as a result of AFP failing to act on your reasonable instructions.
9.3. Any breach of this clause 9 will be classed as a material breach of these terms entitling us to immediate terminate our engagement with you.
- Complaints
10.1. We are confident of providing a high quality service in all respects. If, however, you have any queries or concerns about our work for you, please discuss this in the first instance with your client relationship manager so that the matter can be looked into immediately.
10.2. To raise an informal complaint you can make this by telephone, face to face or in writing to:
Catherine Casey FCMA,
AFP SERVICES LTD,
Timsons Business Centre,
Bath Road,
Kettering,
NN16 8NQ
Tel: 01536 419940
Email: catherine.casey@afpservices.co.uk
10.3. If the matter is not resolved at this stage, and you have not already issued a complaint in writing, you should do so. Please include specific details so that the matter can be thoroughly investigated.
10.4. To raise a formal complaint, please make this in writing. Upon receipt of your written formal complaint, an acknowledgement will be sent to you within 10 working days. The name and contact details of the person who will be dealing with your case will be supplied to you at this point. Within 15 working days from receipt of your written complaint, you will receive in writing a summary of our understanding of your complaint. You will be asked at this time to provide any further evidence or information regarding the complaint and to confirm that we have understood all your concerns.
10.5. If you are not satisfied, then for service-related matters involving a CIMA member in Practice in the UK, you may wish to know that CIMA offers an independent Alternative Dispute Resolution (ADR) facility for members of the public. If in the context of your dealings with us or the handling of your complaint, you believe that a member of CIMA has been guilty of misconduct, you may lodge a complaint with the Professional Conduct department of the Institute. Further information on ADR or making a complaint about alleged misconduct can be found on the CIMA website at www.cimaglobal.com.
- Other important terms
11.1. You may not transfer (assign) your obligations and rights under these terms and conditions without our prior and express written permission. We reserve the right to assign our rights and our obligations under these terms and our engagement letter to any business which is a successor to our business (or a part of it).
11.2. The agreement is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these terms and conditions under the Contracts (Rights of Third Parties) Act 1999.
11.3. If any of the provisions of these terms and conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these terms and conditions. The remainder of these terms and conditions shall be valid and enforceable.
11.4. No failure or delay by us in exercising any of our rights under these terms and conditions means that we have waived that right, and no waiver by us of a breach of any provision of these terms and conditions means that we will waive any subsequent breach of the same or any other provision.
11.5. In the event of any conflict between our engagement letter, our schedule of services and these terms and conditions, they will take precedence in that order.
11.6. No variation of the engagement letter is effective unless it is in writing and signed by the parties. We may amend these terms and conditions from time to time provided that we provide prior written notice of such proposed amendment to you. In such circumstances, any undisputed revised terms and conditions will take effect thirty (30) days from the date of notice to you, unless specified later (but not earlier). Your continued use of our services under this agreement shall be deemed to constitute acceptance of any such revised terms and conditions.
- Intellectual property rights: We will retain all copyright in any document prepared by us during the course of carrying out the services, except where the law specifically provides otherwise.
- Communication
13.1. Unless you instruct us otherwise we will, where appropriate, communicate with you and other third parties by e-mail. You are responsible for carrying out a virus check on e-mails and any attachments. AFP will make all reasonable efforts to ensure emails and attachments sent by AFP are virus and malware-free including but not limited to the deployment of industry-standard cyber security software.
13.2. With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties and we cannot be held responsible for damage or loss caused by viruses or for communications which are corrupted or altered after despatch.
13.3. Any communication by us with you sent by post is deemed to arrive at your postal address two working days after the day that the document was sent.
- Applicable law: These terms and conditions and the agreement are governed by, and are to be construed in accordance with, the laws of England and Wales. Any dispute, controversy, proceedings or claim between us and you relating to these terms and conditions and the agreement between you and us (including any non-contractual matters and obligations arising from them or associated with them) will fall within the exclusive jurisdiction of the courts of England and Wales.
Part 2: Business Client Terms and Conditions
- Fees and Payment
15.1. Our fees are based mainly (but not only) on the time we spend in dealing with a matter. Time spent on your affairs will include: meetings with you and perhaps others; any time spent travelling; considering, preparing and working on papers; correspondence; and making and receiving telephone calls. Our engagement letter lists the services we agree to supply, and whether this is on a fixed or variable basis. Our charges (or basis of charging) for any additional work required which we have not quoted for will be agreed with you in advance.
15.2. If we issue an invoice, this is due and payable on receipt unless agreed otherwise in writing. Invoices are sent as soon as possible after the end of each calendar month. We reserve the right to charge you interest on any overdue invoice at the rate of 8% per annum above the Bank of England base rate in force from time to time. Interest will be calculated on a daily basis and will accumulate from the due date for payment until the actual date of payment, whether before or after judgment. If any payment becomes overdue, we reserve the right to withhold services, documents and information, and have the right to cease work on your account, and to terminate the agreement.
15.3. If applicable, we will add VAT to our charges at the rate that applies when the work is done.
15.4. There may be certain expenses we incur on your behalf, such as expert’s fees, courier costs and third party photocopying costs, which you will have to pay. VAT may be payable on these expenses.
15.5. We will inform you if any unforeseen additional work becomes necessary (for example, due to unexpected difficulties or if circumstances or your requirements significantly change during the course of the engagement). If requested, we will also inform you in writing of the estimated cost of such additional work, before any extra charges and expenses are incurred.
15.6. You may set a limit on the charges and expenses to be incurred. This means that you must pay those incurred up to the agreed limit without our needing to refer back to you. We will inform you as soon as it appears that the limit may be exceeded and will not exceed the limit, without first obtaining your consent.
15.7. We normally review our fees on an annual basis and will advise you of any change a minimum of 1 month before the change will take effect.
15.8. We may ask for you to make a payment on account, based on sums you are expected to incur in the following weeks or months. This helps to avoid delay in the progress of a matter. We will generally offset any payments on account against the final bill to be rendered to you on a particular matter, although we reserve the right to offset payments on account against interim bills. It is important that you understand that your total charges and expenses may be greater than any payments on account made.
15.9. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Limitation of liability
16.1. As Chartered Management Accountants, we have a duty of care to you. Our services to you will only be completed by members of staff fully competent to perform such work. We therefore accept liability to a maximum £500,000 where any loss or damage has arisen as a direct result of our negligence or due to our material breach of these terms and conditions.
16.2. Our liability as set out above is limited to any foreseeable loss or damage that you may suffer as a result of our breach of these terms and conditions or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and us when the contract is entered into.
16.3. We will not be responsible for:
16.3.1. any loss or damage that is not foreseeable
16.3.2. any indirect, special or consequential loss whatsoever; or
16.3.3. any loss of profit, loss of business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill or loss of business opportunity.
16.4. Nothing in these terms of business is intended to or will limit or exclude our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited by law.
16.5. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations or which occurs as a result of you (or any of your other advisers) providing misleading, incomplete or false information to us.
16.6. You will not hold us or our principals 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 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 partners, officers or employees personally.
16.7. 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.
16.8. Unless you notify us that you intends to make a claim in respect of an event within the notice period, we will have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
16.9. These terms and conditions state the full extent of our obligations and liabilities in respect of the performance of the services. Any condition, warranty, representation or other term concerning the performance of the services by us, which might otherwise be implied into or incorporated, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
- Term of engagement and termination
17.1. Unless otherwise agreed, our work will begin when we receive written acceptance of our engagement letter and our services will continue on a rolling 3-month basis, unless we or you give written notice to terminate in accordance with this clause 17.
17.2. Each of us may terminate the agreement by giving notice in writing to the other party, with such termination being effective from the end of the month after the month in which the notice is served. All documents and information provided by you will be returned to you within 30 days, except if any monies are owed to us as set out in clause 15.2.
17.3. We also reserve the right to terminate this agreement immediately by giving you written notice, if:
17.3.1. you commit a material breach of any other term of this agreement and (if such breach is remediable) have failed to remedy that breach within 30 days of being notified to do so;
17.3.2. you repeatedly breach any of these terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to these terms;
17.3.3. you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due;
17.3.4. you commence negotiations with all or any class of your creditors or enter into any arrangement with such creditors;
17.3.5. a petition is filed, a notice is given, a resolution is passed or any order is made for the winding up of your business (being a company) or for your bankruptcy (if an individual or unincorporated business);
17.3.6. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over your business;
17.3.7. you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information; or
17.3.8. you fail to comply with your Compliance Obligations, we have reasonable grounds to suspect that you have breached your Compliance Obligations or you otherwise breach clause 9 of these terms and conditions.
17.4. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
17.5. In some circumstances, we may consider that we ought to stop acting for you (for example, if you cannot give clear or proper instructions on how we are to proceed). We may only decide to stop acting for you with good reason (for example, if you do not pay an interim bill, or comply with our request for a payment on account). We will give you reasonable notice that we will stop acting for you in such circumstances.
17.6. In the event of termination, you will pay our charges and expenses on the basis set out above, up to the date on which we cease to act for you.
17.7. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
- Internal disputes within a client’s business
18.1. 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.
18.2. Unless otherwise agreed by all parties, we will continue to supply information to the normal place of business for the attention of the directors. If conflicting advice, information or instructions are received from different directors in the business, we will refer the matter back to the board of directors and take no further action until the board has agreed the action to be taken. Where you are a partnership or sole trader, we will continue to supply information to the normal place of business for the attention of the owner. If conflicting advice, information or instructions are received from different individuals in the business, we will refer the matter back to the owner and take no further action until the owner has agreed the action to be taken.
- Non-solicitation
19.1. In order to protect the legitimate business interests of each of the parties, each party covenants with the other party that neither it nor any of its Affiliates shall (except with the prior written consent of other party):
19.1.1. attempt to, or actually, solicit or entice away from employment or service of the other party; or
19.1.2. employ or engage or otherwise facilitate the employment or engagement of,
any Restricted Person.
19.2. Each party shall be bound by the covenant set out in clause 19.1 during the term of this agreement and for a period of 12 months after termination or expiry of this agreement.
19.3. For the purposes of clause 19.1, a Restricted Person shall mean, in respect of one party, any person directly or indirectly employed or engaged by the other party or any of its Affiliates during the term of this agreement and/or who has been directly or indirectly engaged in the provision of services either as principal, agent, employee, independent contractor or in any other form of direct or indirect employment or engagement by the other party or any of its Affiliates for the benefit of such party, whether during or prior to the term of this agreement.
19.4. For the purposes of this clause 19, “Affiliate” means in relation to a party, any other entity that directly or indirectly controls, is controlled by or is under direct or indirect common control with, such party from time to time. “Control” means direct or indirect ownership of or other beneficial interest in fifty percent (50%) or more of the voting stock, other vesting interest, or income of an entity and “controls” and “controlled” shall be interpreted accordingly.
- TUPE
20.1. Unless otherwise explicitly agreed between us in writing, we each agree that it is our commercial intention that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) will not apply to any transfer of our services (or any part of them) to any new supplier of services which are the same as or substantially the same as all or part of our services (a “New Supplier”) on the expiry or termination of your engagement with us, howsoever that occurs. Accordingly the parties agree that none of our personnel shall transfer into your employment or that of any New Supplier.
20.2. However, if it should be alleged or determined that TUPE does so apply in relation to the expiry or termination of your engagement with us whether in whole or in part, then you irrevocably and unconditionally agree to indemnify and keep us indemnified in full and on demand and keep us so indemnified against all claims, demands, actions, proceedings and all direct, indirect and consequential damages, losses, costs and expenses (which shall include legal costs on an indemnity basis) made against or incurred or suffered by us and whether wholly or in part resulting directly or indirectly from any assertion by any person or any representative of any person to the effect that TUPE shall be applicable to this engagement or its termination.
Part 3: Consumer Client Terms and Conditions
- Fees and Payment
21.1. Our fees are based mainly (but not only) on the time we spend in dealing with a matter. Time spent on your affairs will include: meetings with you and perhaps others; any time spent travelling; considering, preparing and working on papers; correspondence; and making and receiving telephone calls. Our engagement letter lists the services we agree to supply, and whether this is on a fixed or variable basis. Our charges (or basis of charging) for any additional work required which we have not quoted for will be agreed with you in writing in advance.
21.2. If we issue an invoice, this is due and payable on receipt. Invoices are sent as soon as possible after the end of each calendar month. We reserve the right to charge you interest on any overdue invoice at the rate of 2% per annum above the Bank of England base rate in force from time to time. Interest will be calculated on a daily basis and will accumulate from the due date for payment until the actual date of payment, whether before or after judgment. If any payment becomes overdue, we reserve the right to withhold services, documents and information, and have the right to cease work on your account, and to terminate the agreement.
21.3. If applicable, we will add VAT to our charges at the rate that applies when the work is done.
21.4. There may be certain expenses we incur on your behalf, such as expert’s fees, courier costs and third party photocopying costs, which you will have to pay. VAT may be payable on these expenses.
21.5. We will inform you if any unforeseen additional work becomes necessary (for example, due to unexpected difficulties or if circumstances or your requirements significantly change during the course of the engagement). If requested, we will also inform you in writing of the estimated cost of such additional work, before any extra charges and expenses are incurred.
21.6. You may set a limit on the charges and expenses to be incurred. This means that you must pay those incurred up to the agreed limit without our needing to refer back to you. We will inform you as soon as it appears that the limit may be exceeded and will not exceed the limit, without first obtaining your consent.
21.7. We normally review our fees on an annual basis and will advise you of any change a minimum of 1 month before the change will take effect.
21.8. We may ask for you to make a payment on account, based on sums you are expected to incur in the following weeks or months. This helps to avoid delay in the progress of a matter. We will generally offset any payments on account against the final bill to be rendered to you on a particular matter, although we reserve the right to offset payments on account against interim bills. It is important that you understand that your total charges and expenses may be greater than any payments on account made.
- Limitation of liability
22.1. As Chartered Management Accountants, we have a duty of care to you. Our services to you will only be completed by members of staff fully competent to perform such work. We therefore accept liability to a maximum £500,000 where any loss or damage has arisen as a direct result of our negligence or due to our material breach of these terms and conditions.
22.2. Our liability as set out above is limited to any foreseeable loss or damage that you may suffer as a result of our breach of these terms and conditions or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and us when the contract is entered into.
22.3. We will not be responsible for:
22.3.1. any loss or damage that is not foreseeable
22.3.2. any indirect, special or consequential loss whatsoever; or
22.3.3. any loss of profit, loss of business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill or loss of business opportunity.
22.4. Nothing in these terms of business is intended to or will limit or exclude our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited by law.
22.5. We will not be liable for any loss, damage or cost:
22.5.1. arising from our compliance with statutory or regulatory obligations;
22.5.2. or which occurs as a result of you (or any of your other advisers) providing misleading, incomplete or false information to us; or
22.5.3. for any commercial or business losses arising from any advice given by us to you in a personal capacity as a consumer.
22.6. You will not hold us or our principals 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 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 partners, officers or employees personally.
22.7. 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.
- Term of engagement and termination
23.1. Unless otherwise agreed, our work will begin when we receive written acceptance of our engagement letter and our services will continue on a rolling basis, unless we or you give written notice to terminate in accordance with this clause 23.
23.2. Each of us may terminate the agreement in writing at any time, but we may keep all your papers and documents whilst there is still money owed by you to us for fees or expenses.
23.3. We also reserve the right to terminate this agreement immediately by giving you written notice, if:
23.3.1. you commit a material breach of any other term of this agreement and (if such breach is remediable) have failed to remedy that breach within 30 days of being notified to do so;
23.3.2. you repeatedly breach any of these terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to these terms;
23.3.3. you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due;
23.3.4. you commence negotiations with all or any class of your creditors or enter into any arrangement with such creditors;
23.3.5. a petition is filed, a notice is given or any order is made for your bankruptcy (if an individual or unincorporated business); or
23.3.6. you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information.
23.4. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
23.5. In some circumstances, we may consider that we ought to stop acting for you (for example, if you cannot give clear or proper instructions on how we are to proceed). We may only decide to stop acting for you with good reason (for example, if you do not pay an interim bill, or comply with our request for a payment on account). We will give you reasonable notice that we will stop acting for you in such circumstances.
23.6. In the event of termination, you will pay our charges and expenses on the basis set out above, up to the date on which we cease to act for you.
23.7. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
