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).
Provision of services
Services are provided by Murphy Salisbury Limited operating from 15 Warwick Road, Stratford-upon-Avon, Warwickshire, CV37 6YW.
Professional rules and practice guidelines
We will observe the Bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines. Copies of these requirements are available for your inspection in our offices. We confirm that we are Registered Auditors eligible to conduct audits under the Companies Act 2006 and Charities Act 2011.
Conflicts of interest and independence
You agree that we may reserve the right to act during this engagement for other clients whose interest are or may be adverse to yours, subject to the terms of confidentiality below. We confirm that we will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to the company.
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 pronouncements applicable to our engagement.
You agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith think fit to preserve confidential information both during and after termination of this engagement.
Although we are not authorised by the Financial Services Authority to conduct Investment Business we are an independent professional firm, licensed by the Designated Professional body of the Institute of Chartered Accountants in England and Wales to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing for you.
In particular, we may:
- advise you about the availability, attributes and any potential suitability of broad types of investments, but not about the attributes or suitability of any particular investment;
- advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
- advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
- assist you in making arrangements for transactions in investments in certain circumstances: and
- manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.
For corporate clients we may also, on the understanding that the shares or other securities of the company are not publicly traded:
- advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations;
- arrange any agreements in connections with the issue, sale or transfer of the company’s share or other securities;
- arrange for the issue of new share; and
- act as the addressee to receive confirmation of acceptance of offer documents etc..
Should you require any specific investment advice, we shall be pleased to refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FSA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms and conditions letter and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000.
As a result of our introducing you to a PTP we may receive commission or other benefits. Should you require specific investment advice a letter confirming the nature of the commission arrangement will be issued at the point of your first introduction to them. The letter will ask you to consent to such commission and benefits being retained by us. You must let us know immediately upon receipt of this letter if you do not wish us to retain our share of this commission.
Our PTP consultants work from our office and very closely with our partners and staff. We do not levy a charge to the PTP for rent or establishment costs nor for any of our staff time. We therefore believe it reasonable and appropriate that any share of commissions or fees should be retained by us to offset our costs.
Commissions or other benefits
Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commission or benefits.
We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
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 for small deposits subject to a minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
If the total sum of money held on your behalf exceeds £10,000 for a period of 30 days, or such sum is likely to be held for 30 days, then the money will be placed in an interest-bearing client bank account. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
Our fees are computed on the basis of the time spent on your affairs by the partners and staff of this firm and on the levels of skill and responsibility involved. Unless otherwise agreed, our fees will be charged separately for each main class of work and will be billed at appropriate intervals during the course of the year. In the event of a non-payment by the Company the directors undertake to meet the unpaid bills personally.
If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees. Accordingly, we would like to point out that it is in your interest to ensure that your records etc., are completed to the agreed stage.
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.
Any fees paid in cash may, in light of Relevant Legislation, result in assignments not being completed for a minimum of 7 working days from the date of receipt.
Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 30 days net. We reserve the right to charge interest at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998 in the case of overdue accounts. We also reserve the right to terminate our engagement and cease acting if payment of any fees bill is unduly delayed. However, it is not our intention to use these rights in a way which is unfair or unreasonable.
Retention of records
You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows:-
Individuals, trustees and partnerships:
- with trading or rental income: five years and 10 months after the end of the tax year;
- otherwise: 22 months after the end of the tax year.
Companies, Limited Liability Partnerships, and other corporate entities:
- six years from the end of the accounting period.
Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must notify us in writing if you wish us to keep any document for a longer period.
As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality control review. Such reviews are carried out by professional accountants who are bound by the same rules of confidentiality as ourselves.
We therefore request permission to disclose information concerning your financial affairs in the circumstances described. Agreement of this engagement letter is to be regarded as your approval unless and until we are notified that such permission has been withdrawn.
Help us to give you the best service
We aim to provide the best possible service to our clients. If at any time you would like to discuss how our service could be improved or if you are dissatisfied with the service you are receiving, please let us know by telephoning Mr Mark Bullock on 01789 299076 or in writing to Mr Mark Bullock, Murphy Salisbury Limited, 15 Warwick Road, Stratford-upon-Avon, Warwickshire, CV37 6YW.
We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we have given you a less than satisfactory service we will do everything reasonable to put matters right. Prompt communication enables us to take prompt action for your benefit.
If you are still not satisfied in any way you may of course refer the matter to the Institute of Chartered Accountants in England and Wales.
Our Professional Indemnity Insurance (Territorial limit worldwide) is provided by Brunel Professions, St. Thomas Court, Thomas Lane, Bristol, BS1 6JG.
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 letters. 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 beings asked to do so.
This engagement letter shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
If any provision in this Standard Terms of Business or any associated engagement letter, 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.
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 the company are borne by you. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
It is the recipient’s responsibility to carry out a virus check on any attachments received.
In this clause, the following definitions shall apply:-
‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time.
‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;
‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
You shall only disclose client personal data to us where:
- you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
- you have complied with the necessary requirements under the data protection legislation to enable you to do so.
Should you require any further details regarding our treatment of personal data, please contact our Privacy Officer, Mark Bullock.
Contracts (Rights of Third Parties) Act 1999
Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce the terms of this agreement. This clause does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.
The advice, which we give you, is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
Clients are reminded that, in addition to this agreement being subject to the civil laws of England and Wales, we have a legal obligation to adhere to all civil and criminal legislation currently in force.
Limitation of liability
We will provide our professional services with reasonable care and skill. However, we will not be responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
You agree to hold harmless and indemnify us against any representation, whether 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 provided to you by the firm against any of our employees on a personal basis.
As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such 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.