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, Northants, England, NN16 8NQ and “you” and “your” means the client as detailed in our engagement letter.
These terms and conditions, together with our quotation 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
1. 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.
2. 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 quotation 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.
2.3. You give us the authority to correct errors made by HMRC where we become aware of them.
3. Your Obligations
3.1 You agree to:
3.1.1. provide the following proof of identify, current address and business details as required by the anti-money laundering regulations set out in clause 1.5:
220.127.116.11. A utility bill dated within the last three months;
18.104.22.168. Passport or driving licence of all named directors;
22.214.171.124. 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.
4. 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.
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 wilful default, which is subject to clause 20
6. 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.
7. 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.
8. Data Protection
8.1. Both parties will comply with all applicable requirements of the General Data Protection Regulation 2016, the Data Protection Act 2018 and all other legislation relating to personal data from time to time (the “Data Protection Legislation”).
8.2. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
8.3. The parties acknowledge that for the purposes of the Data Protection Legislation, we are a data controller for the purposes of the Data Protection Legislation. We will use the information you provide us primarily for the purpose of providing our services to you and for the related purposes, which may include:
8.3.1. updating and enhancing client records;
8.3.2. analysis to help us manage our business;
8.3.3. statutory returns;
8.3.4. legal, professional and regulatory compliance;
8.3.5. contacting you to provide you with details of our services, sending you updates and details of events we believe may be of interest to you; and
8.3.6. credit reference checks via external credit reference agencies and electronic verification checks.
8.4. You will at all times ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this engagement.
8.5. Without prejudice to the generality of this clause 8, we will, in relation to any personal data processed in connection with the performance by us of our obligations under these terms:
8.5.2. process that personal data only on your documented written instructions unless we are required by applicable law to otherwise process that personal data;
8.5.3. ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
8.5.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
8.5.4. not transfer any personal data outside of the European Economic Area unless you give your prior written consent and the following conditions are fulfilled:
8.6. either you or we have provided appropriate safeguards in relation to the transfer;
8.7. the data subject has enforceable rights and effective legal remedies;
8.8. we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
8.9. we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;
8.10. notify you without undue delay on becoming aware of a personal data breach;
8.11. subject always to the rest of these terms, at your written direction, delete or return personal data and copies thereof to you on termination of the engagement unless required by applicable law to store the personal data; and
8.12. maintain complete and accurate records and information to demonstrate our compliance with this clause 8 (Data protection) and promptly inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
8.13. For further information, please refer to our Data Protection Policy, available on request.
8.14. If you use a cloud-based accounting software package as a client of ours, we will give you “read-only” access, to ensure we can control the data inputted to the software and its integrity. Information regarding our use and storage of that data is set out in our Data Protection Policy. If, however, you (or any third party nominated by you) requires additional access to that software, which means the data held in it can be changed and deleted by anyone other than us, please be aware that:
8.14.1. you will be responsible for the legality, reliability, integrity, accuracy and quality of all data inputted to, or changed within, the software;
8.14.2. We cannot be held responsible for incorrect reporting or results obtained from the software, due to changes that may be made to the data outside of our control;
8.14.3. you will be liable for, and will indemnify us in respect of, any loss or alteration to the data arising directly or indirectly from your use of the software or any third party authorised by you.
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.
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.
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,
Tel: 01536 419940
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 cimaglobal.com.
11. 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 the quotation, our schedule of services and these terms and conditions, they will take precedence in that order.
11.6. We may change these terms from time to time but not to your detriment. No variation to the engagement letter or these terms shall be binding on us unless agreed to by us by our authorised representative in writing.
12. 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.
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.
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.
14. 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
15. 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 quotation 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 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).
16. 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.
17. Term of engagement and termination
17.1. Unless otherwise agreed, our work will begin when we receive written acceptance of our quotation 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 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.
18. 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