Following the introduction of GDPR on the 25th May 2018 please click here to review our new Privacy Notice.

STANDARD TERMS OF BUSINESS

The purpose of this schedule is to set out the standard terms of business that apply to all engagements accepted. All work carried out is subject to these terms except where changes are expressly agreed in writing.

These standard terms of business are applicable to all types of entities (e.g. companies, LLPs, charities, friendly societies, academies, pension schemes, etc.) Any reference therefore to director or company should be interpreted as appropriate for the entity type (e.g. partner, trustee, governor, charity, LLP, etc.)

1            Professional obligations

1.1        As required by the Provision of Services Regulations 2009 (SI 2009/2999), details of the firm’s professional registrations, including audit registration where applicable together with details of statutory directors can be found on our website address stated on http://www.baldwinsaccountants.co.uk/provision-of-services-regulations-2009 

1.2        We will observe and act in accordance with the bye-laws and regulations of our professional body The Institute of Chartered Accountants in England & Wales (ICAEW) together with their code of ethics. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue & Customs (HMRC) where we become aware of them, and we will keep you informed should these arise. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can find copies of these requirements in our offices. The requirements are also available online at http://www.icaew.com/en/membership/regulations-standards-and-guidance

Professional indemnity insurance

1.3        In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of our professional indemnity insurer is provided on http://www.baldwinsaccountants.co.uk/provision-of-services-regulations-2009 .

2            Investment services

              DPB Licensed

2.1        Investment Business is regulated by the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments (including assurances), we may have to refer you to someone who is authorised by the Financial Conduct Authority as we are not. However, as we are licensed by our professional body, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.

2.2        Such advice may include:

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

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

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

2.4        In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants' Compensation Scheme in respect of exempt regulated activities undertaken.

2.5        Where the firm is providing insurance mediation services (including fee protection), we are not authorised by the Financial Conduct Authority. However, we are included on the Register maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by our professional body ICAEW. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.

Financial Promotions

2.6        To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances, but would only do so in our normal office hours. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.

3            Commissions or other benefits

3.1        In some circumstances, commissions or other benefits may become payable to us in respect of transactions we or our business associates arrange for you, in which case you will be notified in writing of the amount and terms of payment e.g. the fees that would otherwise be payable by you will not be abated by such amounts. If we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission. You consent to such commission or other benefits being retained by us or, without our, being liable to account to you for any such amounts.

4            Client monies

4.1        We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm's funds. The account will be operated, and all funds dealt with, in accordance with the Clients' Money Regulations of our professional body ICAEW.

If you transfer funds to our client account you will be agreeing that we shall not be liable for any monies lost as a result of a banking failure. The Financial Services Compensation Scheme (FSCS) covers deposits belonging to clients who are individuals or small businesses per authorised deposit-taking institution.  There are limits to the amounts of compensation that the FSCS will pay (please refer to the FSCS website for current limits). Accordingly, you are responsible for maintaining a record of all balances held by us as your agent and for ensuring that we receive from you any instructions regarding those monies. 

4.2        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 HSBC for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

4.3        If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

4.4        We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients' Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.

5            Fees

5.1        Our fees are computed on the basis of the time spent on your affairs by the Partners, our staff, sub-contractors or consultants and on the levels of skill and responsibility involved. Our charges will be reviewed from time to time. Unless otherwise agreed our fees and disbursements will be billed at regular intervals during the course of the year and will be due on presentation.  Where we have provided a fee estimate, this is an indication, made in good faith and on the basis of the information we have at the time the estimate is given, of our likely fee for carrying out the work concerned. An estimate is subject to revision and is not a commitment by us to carry out the work for that fee. If it is necessary to carry out work outside the responsibilities agreed with you for each service, we will advise you in advance.  Any additional work 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.

5.2        Additional fees to cover disbursements such as transaction charges, bank fees, governmental levies, duties or fines and all other charges incurred in the course of the provision of the Services together with all other disbursements and out-of-pocket expenses may be made from time to time. Additional charges will be subject to VAT where applicable. We may render invoices in advance in respect of any anticipated additional charges.

5.3        Any fee budget agreed with you assumes that the information required for our work is available in accordance with agreed timetables and that the necessary personnel are available during the course of our work. If delays or other unanticipated problems occur which are beyond our control this may result in additional fees for which fee notes will be raised on the above basis. We will advise you of any delays as they occur and will estimate their effect.

5.4        Invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

5.5        It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed 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.  This instalment agreement is not a regulated credit agreement.

5.6        We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. We accept settlement of fees by certain credit cards.

5.7        We are entitled to recover on a full indemnity basis any costs incurred by us in collecting overdue payments, including our time charges, the costs and expenses of any third parties we may appoint to collect such amounts. We reserve the rights to retain all documents and any items in our possession relating to any matter until all invoices/request for payments are paid in full.

5.8        If an agreement has been made whereby our fees are to be paid by someone other than you, you will nevertheless remain liable for all our fees outstanding and all expenses incurred on your behalf until payment has been made in full.

5.9        You agree that we may deduct or cause to be deducted the fees and all additional charges from any monies or assets held by us for you.

5.10     Further, we shall be entitled to charge or sell assets under our control belonging to you for the purposes of meeting the outstanding fees.

5.11     If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client, and we shall be entitled to enforce any sums due against the group company or individual nominated to act for you.

5.12     Insofar as we are permitted to so by law or by professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

5.13     In the event that we cease to act in relation to your company's affairs we will not charge for reasonable costs of providing information to the company's new advisers. However  we reserve the right to charge for our costs where there is a significant amount of time and work involved in providing this information to the new provider.

6            Retention of and access to records

6.1        You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships:

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

Companies, Limited Liability Partnerships, and other corporate entities:

  • six years from the end of the accounting period.

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

7            Conflicts of interest and independence

7.1        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 clause 8 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

7.2        During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality below.

8            Confidentiality

8.1        We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.

8.2        You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

8.3        In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

8.4        You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.

8.5        We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. We will advise you if this occurs. The subcontractors will be bound by our client confidentiality terms.

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

8.7        For the purpose of promotional activity, training or other business purposes we may request permission. to mention that you are a client. As stated above, we will not disclose any confidential information.

8.8        During the performance of the Services, we may provide interim reports and advice. Any reports are based upon partial completion of the Services. Consequently, these are not our final views or conclusions and cannot be relied upon as such. You agree that we do not assume a duty of care to you, or any other party to whom we have agreed to assume a duty of care, in respect of interim reports and advice. The final results of our work and our definitive conclusions will be contained in our final report. This report will be signed in manuscript by a Director/Partner on behalf of the company, and will not bear any qualification within its title, header or footer.

8.9        With the exception of any audit or other report which we expressly agree may be provided to third parties, the reports, letters, information and advice which arise as a result of this engagement are given in confidence solely for the purpose of this engagement and are provided on the condition that you undertake not to disclose these, or any other confidential information made available to you by us during the course of our work, to any other party without our prior written consent.

8.10     In circumstances where our reports, letters or information will be provided to or used by a third party, you will inform us so that we can stipulate terms regarding such provision or require the third party to enter into a direct relationship with us before any report, letter, information or advice is provided to that third party. Unless the third party agrees appropriate terms with us, we recognise no responsibility whatsoever other than that owed to you in the context of this engagement as at the date on which our report or other advice is given.

We will not be prevented from disclosing confidential information:

  • which is or becomes public knowledge other than by a breach of an obligation of confidentiality;
  • which is or becomes known from other sources without restriction on disclosure; or
  • which is required to be disclosed by law or any professional regulatory obligation.

For the purposes of carrying out our responsibilities in this engagement, we shall not be treated as having notice of information, which may have been provided to individuals within this firm who are not involved in this engagement.

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

8.12     You agree to take reasonable steps to ensure that these terms are understood by your advisors.

9            Quality control

9.1        As part of our ongoing commitment to providing a high quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

Dealing with HM Revenue & Customs

9.2        When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, see www.hmrc.gov.uk/charter/index.htm. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

10         Help us to give you the right service

10.1     We are committed to providing you with a high quality service that is both efficient and effective. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by firstly contacting the managing director of the office that deals with your affairs, if you are still dissatisfied please contact our Compliance Director Stephen Southall  in writing at Churchill House, 59 Lichfield Street, Walsall, West Midlands, WS4 2BX.

10.2     We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with our professional body ICAEW.

10.3     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 Standard Terms of Business and associated Engagement schedules. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:

  • your insolvency, bankruptcy or other arrangement being reached with creditors;
  • failure to pay our fees by the due dates;
  • either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.
  • an independence issue or change in the law which means we can no longer act.

10.4     Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.

10.5     Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party except if you fail to cooperate with us or we have reason to believe that you have provided us [or HMRC] with misleading information, in which case we may terminate this agreement immediately.  Termination will be without prejudice to any rights that may have accrued to either of us before termination.

10.6     In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

11         Applicable law

11.1     This engagement letter is governed by, and construed in accordance withEnglish Law or Scottish Law if the services that are covered by the engagement letter provided by our offices based Scotland. The Courts will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

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

12         Changes in the law, in practice or in public policy

12.1     We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law, public policy or your circumstances.

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

13         Internet communication

13.1     Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. However, internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

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

14         Provision of client portal service via the cloud

Secure client portal via our website (part of the Cloud)

14.1     We will provide a free voluntary client portal service to allow the secure exchange of documents between you and the firm.

14.2     You should use this service for file transport only, you cannot rely on this service as a permanent means of file storage or backup. We purge all data from the portal on a regular basis.

14.3     Other than where there is a lawful basis for transferring personal data to us, you agree that you will have secured consent to transfer personal data to us prior to doing so.

14.4     You undertake to use the system for acceptable use, which includes:

  • not to transmit any viruses, Trojans, keyloggers or other harmful code;
  • not to transmit any unlawful information or content;
  • not to allow access to the service to any third party; and
  • not to use the software to provide services to other parties.

14.5     You are responsible for:

  • ensuring that your network and systems meet any necessary performance requirements;
  • maintaining your network and telecommunication links; and
  • compliance with any applicable terms as shown on the site itself which may be updated from time to time.

14.6     You are obliged to keep all passwords and login details secure and not to share with others. We will keep all passwords and login details secure, and only disclose to staff that require access.

14.7     If one of your staff who has access to the portal leaves, you are responsible for asking the firm to reset the password for your account.

14.8     We undertake to use all reasonable endeavours to obtain from the Cloud Supplier a signed confidentiality agreement with the firm to ensure compliance with other relevant clauses in these terms of business concerning our fees, confidentiality, internet communication, all relevant data protection legislation and general limitation of liability.

14.9     The firm cannot be held liable for any failures to deliver services due to transmission errors or unavailability of telecoms networks, or due to the failure or unavailability of any infrastructure. We are also not liable for any loss of or corruption to your data or if the service is interrupted due to your breach of our terms.

14.10   If you determine to cease using the services of the firm, you will inform the firm immediately. On receiving such notification we will immediately cancel all user access to your portal and discuss with you the way ahead.

14.11   The firm reserves the right to modify these terms and conditions under which the portal is offered, and will provide you with due notice before implementation.

Secure client portal via a third party website (part of the Cloud)

a) Accounting software

14.12   You will agree with the Cloud Supplier the specific accounting software that you wish to be hosted in the Cloud. We are happy to assist you with the selection of the specific accounting software that is appropriate to your needs, though the final decision is yours. This service is provided for a set-up fee agreed in advance.

14.13   Though we will have access to your accounting system hosted by the Cloud Supplier, we would emphasise that we cannot undertake to discover any shortcomings in the third-party software, your systems or any irregularities on the part of your employees or others, although we will advise you of any such circumstances that we encounter if requested to prepare your accounts.

14.14   We will invoice you each month for the provision of the service by the Cloud Supplier. You will pay our monthly fee on a timely basis to ensure continued provision of the service by the Cloud Supplier. Should there be a delay in payment of our fee according to our credit terms we reserve the right, after a written warning has been issued, to withdraw the service until our fees have been paid.

14.15   You will enter into a Service Level Agreement with the Cloud Supplier regarding the uptime availability and the provision of maintenance, support and security, in particular the frequency of back-ups provided. Should you have any concerns on these matters, please contact us.

14.16   If you wish to disengage from this service, on giving the notice period specified in our letter of engagement, we will liaise with the Cloud Supplier for you to receive a back-up of your data as at the end of the notice period, subject to you meeting their conditions.

b) Other software

14.17   Though we will have access to software hosted by the Cloud Supplier, we would emphasise that we cannot undertake to discover any shortcomings in the third-party software, your systems or any irregularities on the part of your employees or others.

c) Accounting and other software

14.18   You will be responsible for the maintenance of your records in the Cloud.

14.19   Other than where there is a lawful basis for transferring personal data to the Cloud, you agree that you will have secured consent to transfer personal data to the Cloud prior to doing so.

14.20   You undertake to use the system for acceptable use, which includes:

  • not to transmit any viruses, Trojans, keyloggers or other harmful code;
  • not to transmit any unlawful information or content;
  • not to allow access to the service to any third party; and
  • not to use the software to provide services to other parties.

14.21   You are responsible for:

  • ensuring that your network and systems meet any necessary performance requirements;
  • maintaining your network and telecommunication links; and
  • compliance with any applicable terms as shown on the site itself which may be updated from time to time.

14.22   You are obliged to keep all passwords and login details secure and not to share with others. We will keep all passwords and login details secure, and only disclose to staff that require access.

14.23   If one of your staff who has access to the portal leaves, you are responsible for asking the firm to reset the password for your account.

14.24   We undertake to use all reasonable endeavours to obtain from the Cloud Supplier a signed confidentiality agreement with the firm to ensure compliance with other relevant clauses in these terms of business concerning our fees, confidentiality, internet communication, all relevant data protection legislation and general limitation of liability.

14.25   The firm cannot be held liable for any failures to deliver services due to transmission errors or unavailability of telecoms networks, or due to the failure or unavailability of any infrastructure. We are also not liable for any loss of or corruption to your data or if the service is interrupted due to your breach of our terms.

14.26   The firm reserves the right to modify these terms and conditions under which the portal is offered, and will provide you with due notice before implementation.

15         Data Protection

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

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

15.3     You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone, you must produce to us an original or certified power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice at https://www.baldwinsaccountants.co.uk/privacy-policy

15.4     We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where this relates to you. You and we will consult and cooperate with each other when responding to any such request, complaint or notice. If an individual whose data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data, we shall be entitled to do so where required by law.

15.5     In the course of providing services to you and processing personal data, we may disclose personal data to other firms in our network, a regulatory body or a third party. We may export personal data you supply to us outside the EU/EEA/UK if necessary (subject to your prior written consent, which will not be unreasonably withheld where we are a processor). We will ensure all such data disclosure/export is compliant with relevant data protection legislation in the EU/EEA/UK and will use our reasonable endeavours to ensure that any agreement entered into with sub-processors include similar terms to those set out in this clause 14. Where cloud-based services are to be used you may be subject to our cloud services terms and conditions, and cloud storage may be outside the EU/EEA/UK.

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

15.7  We will answer your reasonable enquiries to enable you to monitor compliance with this clause.

15.8     If you need to contact us about any data protection issue please contact our Data Protection Officer at DPO@baldwinsandco.co.uk.

16         Limitation of third party rights

16.1     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.

16.2     The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it, unless we have expressly agreed in writing that a specified third party may rely on our work. We will accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, your spouse nor any family member of yours or your employer, for any aspect of our professional services or work that is made available to them.

17         Client identification

17.1     In common with other professional firms we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:

  • maintain identification procedures for clients, beneficial owners of clients, and persons purporting to act on behalf of clients;
  • maintain records of identification evidence and the work undertaken for the client; and
  • report, in accordance with the relevant legislation and regulations.
  • We have a statutory obligation under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, neither the firm’s principals nor may staff enter into any correspondence or discussions with you regarding such matters

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

17.3     You agree that we may use personal information provided by you in order to conduct appropriate identity and anti-fraud checks. Personal information that you provide may be disclosed to a credit reference or fraud prevention agency that will check details against any particulars on any database (public or otherwise) to which they have access. Personal information may be retained by the credit reference or fraud prevention agency for the purpose of future identity and anti-fraud checks. A record of the search will be retained. This information provided by you is used by us only to confirm your identity and no credit check is being performed by us. Accordingly, your credit rating will not be affected.

17.4     In addition, we may also request similar information in order to conduct appropriate identity and anti-fraud checks on management and beneficial owners as we consider necessary. You agree to inform such persons of these checks as described in clause 17.3 above.

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

18.1     Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive  Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HMRC.

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

19         General limitation of liability

19.1     We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities. Further, we will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control. Subject to clause 19.6 below, our liability to you shall be limited as set out in clause 20.

19.2     You will not hold us, our (principal(s)/director(s)) and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. However, this exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.

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

19.4     In particular, the fact that an individual member, employee, agent or consultant signs in his or her own name any letter, email or other document in the course of carrying out that work does not mean he or she is assuming any personal legal liability.

19.5     Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it and our legal fees on an indemnity basis.

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

20         Financial limitation of liability

20.1     We have discussed with you the extent of our liability to you in respect of the professional services described within our engagement letter (the professional services), comprising the Engagement Covering Letter, Agreement of Terms and the relevant Appendices.

20.2     Where we are providing statutory audit services, the terms of the limitation of our liability in respect of our audit work is set out in the audit appendix to our engagement letter.

20.3     For all causes of action accruing in any 12 month period, the first such period commencing on the date of our engagement letter, our total liability (regardless of the number of persons who comprise our client for any particular matter) shall be limited to the lower of the figures produced by the operation of clauses 20.4 and 20.5. This provision, and the provisions of the following paragraphs, shall not apply to any liability:

  • for work requiring us to report as statutory auditors (see clause 20.2);
  • for work required to be carried out by us under the rules of the US Securities and Exchange Commission;
  • for death or personal injury or other liability for which exclusion or restriction is prohibited by law; or
  • to liability arising as a result of fraud on our part.

In no event shall we be liable for any special, indirect or consequential loss or damage of any kind howsoever arising, whether or not such loss or damage is foreseeable, foreseen or known.

20.4     Subject to the provisions of clause 20.5 below, our liability in respect of breach of contract or breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this engagement shall be limited to a multiple of twenty times the value of our paid fees in connection with the engagement on which the claim arises to cover claims of any sort whatsoever, including interest and costs to a maximum limit of £1 million.

Any claim for breach of contract, breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this engagement shall be brought against us within six years of the act or omission alleged to have caused the loss in question.

20.5     Our liability to you in respect of breach of contract or breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this engagement shall be limited to a just and equitable proportion of the total loss or damage after taking into account contributory negligence and the responsibility of any other party (regardless of the ability of any other party to make payment).

21         Intellectual property rights and use of our name

21.1     We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise. You may only use such rights to the extent we agreed when engaged to provide services to you and may not resell or sublicense such rights without our further prior consent.

21.2     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.

22         Environmental issues

22.1     We will not give advice on environmental or health and safety issues nor will we perform an environmental audit as part of our services.  You agree that environmental issues and their impact are excluded from the services unless otherwise agreed in the Letter of Engagement.

23         Draft/interim work or oral advice

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

24         Interpretation

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

25         Internal disputes within a client

25.1     If we become aware of a dispute between the parties who own the business, or who are in some way involved in its ownership and management, it should be noted that our client is the business (unless we have agreed otherwise) and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken. In certain cases we reserve the right to cease acting for the business/client entirely.

26         Engagement of Baldwins Holdings Limited (and its subsidiaries) Employees

26.1     If you directly engage an employee of Baldwins Holdings Limited or any of our associates, or introduce an employee of Baldwins Holdings Limited to any third party resulting in an Engagement, you will be liable to an introduction fee of 50% of the annual starting salary.  In the event that you fail to advise Baldwins Holdings Limited of the starting salary the fee will be based on the charge out rate for the employee.

This applies during employment and for a period of 12 months post termination.  No refund of the introduction fee will be paid in the event that the engagement terminates.

27         Changes in members/successor firm

27.1     The continuing validity of this agreement will not be affected by any change in the members of the firm. If we merge with another firm or transfer substantially all of our business to a partnership, a limited liability partnership or company, then you agree that we may transfer our engagement with you on substantially the same terms (so far as applicable) to the successor enterprise. We shall write and tell you if this happens.

28         Disengagement

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

Please see below for website Terms and Conditions.

This page (together with the documents referred to in it) tells you the terms of use on which you may make use of the website at http://www.boothainsworth.co.uk/ ("our site").

These terms apply whether you use our site as a guest or a registered user. Use of our site includes accessing, browsing, or registering to use our site.

Please read these terms of use carefully before you start to use our site. We recommend that you print a copy of this for future reference.

By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms of use, you must not use our site.

Other applicable terms

These terms of use refer to our Privacy Statement, which will also apply to your use of our site. This sets out the terms on which we process any personal data we collect from you, or that you provide to us, as well as information about the cookies on our site. By using our site, you consent to us processing your data and you warrant that all data provided by you is accurate.

Changes to these terms

We may revise these terms of use at any time by amending this page. Please check this page from time to time to take notice of any changes we make, as they are binding on you.

Accessing our sites

Unless otherwise stated for any content and/or functionality our site is made available free of charge.

We do not guarantee that our site, or any content or functionality on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Changes to our site

We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.

We do not guarantee that our site, or any content on it, will be free from errors or omissions.

Your account and password

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. If you use a social media login function, you must keep your social media account details confidential and must not allow any third party to access or use your social media account.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at alphah@boothainsworth.co.uk and provide any relevant details.

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No reliance on information

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.

Uploading content to our site

Our site may enable you to upload and share text, images, photographs, logos, data, information, views, graphs and/or other materials (Content). The ways in which you might publish and share Content on our site may include (but are not necessarily limited to):

  1. articles;
  2. blog posts; and
  3. community content (including forum posts and user comments).

When posting Content as an article or blog post, you undertake and agree that:

  • the Content is your own original work and is not copied or adapted from any third party work without their consent;
  • you have not recently published identical or substantially similar Content elsewhere on the internet;
  • you will not publish such Content on other third-party sites without including a hyperlink source reference to our site;
  • the Content shall be accurate in all material respects;
  • we may review the Content prior to publication on our site and may make reasonable changes to the Content and/or reject publication of the Content in part or in whole.

Whenever you make use of a feature that allows you to upload Content to our site, or to make contact with other users of our site, you must comply with our acceptable use & content standards.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any Content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your Content, but you are required to grant us a non-exclusive, royalty-free, perpetual, worldwide licence (including the right to sub-licence) to use, store, copy, modify and adapt that Content and to distribute and make it available to third parties.

You warrant and represent that We also have the right to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the Content or accuracy of any Content posted by you or any other user of our site.

We have the right to remove any posting you make on our site for any reason whatsoever including if, in our opinion, your post does not comply with the acceptable use & content standards set out below.

The views expressed by other users on our site do not represent our views or values.

Acceptable use & Content standards

a. Prohibited uses

You may use our site only for lawful purposes.  You may not use our site:

  • in any way that breaches any applicable local, national or international law or regulation;

  • in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

  • for the purpose of harming or attempting to harm minors in any way;

  • to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards (set out below);

  • to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

  • to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

  • not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use;

  • not to access without authority, interfere with, damage or disrupt:

    • any part of our site;

    • any equipment or network on which our site is stored;

    • any software used in the provision of our site; or

    • any equipment or network or software owned or used by any third party.

b. Interactive services

We may from time to time provide interactive services on our site, including, without limitation:

  • Comment features.

  • Bulletin boards.

  • Question and answer features.

We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

All interactive services are subject to fair usage and we reserve the right to suspend or delete any user account which is using any of the interactive services excessively or otherwise in breach of these terms of use.

c. Content standards

These content standards apply to any and all Content which you contribute to our site and to any interactive services associated with it. You must comply with the spirit and the letter of the following standards.

Contributions must:

  • be accurate (where they state facts).

  • be genuinely held (where they state opinions).

  • comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

  • Contain any material which is defamatory of any person;

  • Contain any material which is obscene, offensive, hateful or inflammatory;

  • Promote sexually explicit material;

  • Promote violence;

  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

  • Infringe any copyright, database right or trademark of any other person.

  • Be likely to deceive any person;

  • Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

  • Promote any illegal activity;

  • Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

  • Be likely to harass, upset, embarrass, alarm or annoy any other person;

  • Be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

  • Give the impression that they emanate from us, if this is not the case;

  • Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

d. Private messaging

Our site may enable you to send private messages to other users. If it does do so, you agree that our acceptable use & content standard apply to any such private messages. For the avoidance of doubt, We have the power and right to access and review all private messages transmitted via our site and may do so in our sole discretion if we think it is necessary or if we receive a report of abuse from another user.

e. Suspension and termination

We will determine, in our discretion, whether there has been a breach of our acceptable use & content standards through your use of our site.  When a breach has occurred, we may take such action as we deem appropriate.

Failure to comply with our acceptable use & content standards constitutes a material breach of the terms of use, and may result in our taking all or any of the following actions:

  • immediate, temporary or permanent withdrawal of your right to use our site;

  • immediate, temporary or permanent removal of any posting or material uploaded by you to our site;

  • issue of a warning to you;

  • legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

  • further legal action against you;

  • disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of our terms of use, including our acceptable use & content standards.  The responses described above are not limited, and we may take any other action we reasonably deem appropriate.

Third party resources and links in our site

Our site may contain features, articles and other content which is published for and on behalf of, or is otherwise sponsored by, third parties. Such content is provided for information only and does not represent our views or opinions or an endorsement of any particular brand, product or service.

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

We may also provide information about third party products and services, as well as the opportunity to purchase such products and services. In the event that you choose to do so, you will be taken to the relevant third party's website in order to complete your purchase. The third party provider will have its own terms & conditions which you should read prior to using their site, or purchasing any products or services.

Viruses

We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990.

We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Linking to our site

You may link to our site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

Our site must not be framed on any other site.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out above.

User data removal

You have the right to request the deletion of your user account and personal data by contacting us at alphah@boothainsworth.co.uk.

Please note that the deletion of your account and/or personal data shall not affect any of your Content published on our site, which may continue to be stored by us and accessible by other users of the site. Our right to store and use such Content in accordance with these terms of use shall be unaffected.

Content removal process

We may, but shall have no obligation to, monitor the Content published on our site and remove, edit and/or block, Content or accounts posting Content that we determine in our sole discretion violates these terms of use.

If you become aware of any Content which you believe may violate these Terms, is defamatory, offensive, illegal, or invades your privacy, please contact us immediately at alphah@boothainsworth.co.uk with details.

We will review the Content in question and determine whether it should be removed. As 'innocent disseminators' of the Content on this site, our policy is to remove Content only when there is a clear legal obligation for us to do so – we will defend our users' right to freedom of speech if we have sufficient reason to believe that content was posted in good faith, without malice and is the honestly held opinion of the author.

We will notify you of our decision as soon as reasonably practicable. If you disagree with our judgement on the removal of Content and still wish it to be removed, we ask that you follow the requirements of the Pre-Action Protocol for Defamation. It is advisable to seek legal guidance on this if necessary.

Limitation of our liability

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our site; or

  • use of or reliance on any content displayed on our site.

Please note that in particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;

  • business interruption;

  • loss of anticipated savings;

  • loss of business opportunity, goodwill or reputation; or

  • any indirect or consequential loss or damage.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content of websites linked to from our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Applicable law

These terms of use, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction in relation to any claim or dispute.

Contact us

To contact us, please email alphah@boothainsworth.co.uk.

Thank you for visiting our site.