Top Drawer Accountants, terms of contract


INTRODUCTION

  • These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in the letter of engagement.

  • TDM Limited are an introducer to CANGAF ACCOUNTANTS & BUSINESS ADVISERS LTD for accountancy services.

  • The introducer, (TDM), shall introduce Customer/Clients to CANGAF ACCOUNTANT & BUSINESS ADVISERS LTD, in accordance with this agreement and their services and may be paid commission as set out in this agreement.

  • You appoint us as your contact to CANGAF business advisors within the terms of this agreement.

  • The introducer acknowledges that it is not directly Authorised and regulated by the FCA and you warrant that we are not required to do so.

1.b ROLE OF THE INTRODUCER

1.1b The introducer agrees to introduce prospective clients to CANGAF for the purpose of Accounting & Business Services advice.

  • APPLICABLE LAW
    • This engagement letter, the schedule of services, and our standard terms and conditions of business are governed by and should be construed in accordance with UK law. Each party agrees that the courts of the UK 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 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.
  • AUTHORISATION AND REGISTRATION
    • Cangaf Accountants and Business Advisers are registered with the Association of Chartered Certified Accountants as chartered certified accountants and can be found on the register of members at http://www.accaglobal.com/uk/en/member/find- an-accountant

    • Cangaf are also registered as Licensed Accountants at the ATT in the UK and details of our registration can be found at https://www.aat.org.uk/licensed- members/directory

  • BRIBERY ACT 2010
    • In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its partners and staff from offering or receiving bribes.

  • CLIENT MONIES
    • CANGAF 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’ Monies Rules of The Association of Accounting Technicians. These rules can be found on the ACCA website at www.org.uk

5.1b All monies paid to TDM  will be held in their own business accounts and will be separate to CANGAF, for regulatory purposes.

    • We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practice then we may pay those monies to a registered charity.

    • Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies and shall be billed accordingly.

  • COMMISSIONS OR OTHER BENEFITS
    • In some circumstances, commissions or other benefits may become payable to us in respect of transactions that we arrange for you. Where this happens, we will notify you in writing of the amount and terms of payment.|

    • The fees that would otherwise be payable by the Client as described will not take into account the benefit to the Supplier of such amounts. As far as allowed by legislation, the Client consents to such commission or other benefits being retained by the Supplier without them being liable to account to the Client for any such amounts.

  • COMMUNICATION
    • Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.

    • With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection, or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications that are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail.

    • Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.
  • CONFIDENTIALITY
    • Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers, or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.

    • We may, on occasion, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

    • We reserve the right, for the purpose of promotional activity, training, or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

  • CONFLICTS OF INTEREST
    • 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. 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.

    • 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. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.

    • We reserve the right to act for other clients whose interests are the same as or are adverse to yours, subject of course to the obligations of confidentiality referred to above.

  • DATA PROTECTION ACT 1998
    • We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you and your family. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.

    • We shall use 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. We shall not subcontract any processing of data unless the sub-contractor has agreed that the personal data continues to be subject to an appropriate level of protection. To the extent, we act as a data processor for you. We shall only process personal data in accordance to your instructions.

10.3. We shall answer your reasonable enquiries to enable you to monitor compliance with this clause.

  • DISENGAGEMENT
    • Should we resign or be requested to resign a disengagement letter will be issued to ensure that our respective responsibilities are clear.

    • Should we have no contact with you for a period of 12 months or more we may issue a disengagement letter and hence cease to act.

  • FEES
    • Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.

    • If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.

    • Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such assurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers. If no insurance is taken out with us by yourself, you are wholly liable for any costs that we may incur upon your behalf.

    • Our usual terms of business are to supply you with a quotation for work prior to commencement and agree on fees on an annual, assignment or monthly basis. Our fees issued will be VAT Inclusive. Our fees may be increased periodically. We will communicate with you about any increase in fees.

    • We will bill monthly and our invoices are due for payment within 7 days of the invoice date. Our fees are inclusive of VAT. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

    • The payment method for fixed fees will be via Direct Debit and for all other fees we will accept direct payments, direct transfer, but not cash.

    • Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel, or other professional fees, travel or disbursements.

    • We reserve the right to charge interest on late-paid invoices at the rate of 5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so. We will not be held liable for any fines, penalties during this time if payment of our fees still remains outstanding.

    • If you do not accept that an invoiced fee is fair and reasonable you must notify us within 3 days of receipt, failing which you will be deemed to have accepted that payment is due.

    • 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 you agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.

    • In the case of a dispute over the level of fees charged we reserve the right to require that the matter is dealt with through arbitration. We recommend that arbitration is undertaken by the fee arbitration service provided by ACCA for members. The fee arbitrator will be appointed by the ACCA president; the fee will be as negotiated with the ACCA arbitrator.

  • FORCE MAJEURE
    • Neither TDM, Cangaf nor the Client shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:
      • act of God, explosion, flood, tempest, fire, or accident;

      • war or threat of war, sabotage, insurrection, civil disturbance, or requisition;

      • acts, restrictions, regulations, bye-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary, or local authority;

      • import or export regulations or embargoes;

      • strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Client or of a third party);

      • difficulties in obtaining raw materials, labour, fuel, part, or machinery;

      • power failure or breakdown in machinery.
  • IMPLEMENTATION
    • We will only assist with implementation of our advice if specifically instructed in writing.

  • INTELLECTUAL PROPERTY RIGHTS
    • We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

  • INTERPRETATION
    • If any provision of the engagement letter or schedules is held to be void, then that provision will be deemed not to form part of this contract.

    • 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.

  • INTERNAL DISPUTES
    • If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to your business address for the attention of the director. If conflicting advice, information or instructions are received from a different director in the business we will refer the matter back to the board of directors and take no further action until the board of directors has agreed the action to be taken.
  • INVESTMENT SERVICES
    • Investment business is regulated under the Financial Services and Markets Act 2000. If during the provision of taxation services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority.
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  • LIEN
    • Insofar as permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents, and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
  • LIMITATION OF LIABILITY

    • 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.

    • Exclusion of liability for loss caused by others We will not be liable if such losses, penalties, surcharges, interest, or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information.

    • Exclusion of liability in relation to circumstances beyond our control We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

    • Exclusion of liability relating to the discovery of fraud etc We will not be responsible or liable for any loss, damage, or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or wrongly misrepresented to us or from fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. 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.
    • Indemnity for unauthorised disclosure. You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure 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.

    • Limitation of aggregate liability. We have discussed and agreed a limitation in our aggregate liability to you and any third parties which we both regard as fair and reasonable in the circumstances of this assignment. The aggregate liability, to you and any third party and whether in contract, tort, or otherwise of this firm, its partners, employees, and agents for any losses in any way connected with any of the services provided to you under the terms of this letter of engagement (and including interest) shall not exceed the amount stated in the engagement covering letter.

  • LIMITATION OF THIRD-PARTY RIGHTS
    • The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information, or material produced as part of our work for you which you make available to them. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

    • If our advise is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.

    • If it is proposed that any documents or statements which refer to our name are to be circulated to third parties, please consult us before they are issued.

  • MONEY LAUNDERING REGULATIONS 2007
    • In accordance with the Proceeds of Crime Act and Money Laundering Regulations 2007 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).

    • You also acknowledge that we are required to report directly to NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.

    • As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We will 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 under any circumstances.

    • Copies of such records will be maintained by us for a period of at least five years after we cease to act for the business.

  • MONEY LAUNDERING REGULATIONS 2017
    • In accordance with the Proceeds of Crime Act, The Terrorism Act, Money Laundering Regulations 2017, and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).

    • You also acknowledge that we are required to report directly to the NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.

    • As with other professional services firms, we are required to have appropriate risk-based policies and procedures for assessing and managing money laundering risks: this applies at the start of any business relationship and through the lifetime of the relationship. This includes undertaking appropriate customer due diligence. 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.
    • Copies of such records created as part of the client due diligence process, including any non-engagement documents relating to the client relationship and ongoing monitoring of it, will be retained by us for a period of five years after we cease to act for the business unless we are required to retain them under statutory obligation, or to retain them for legal proceedings, or you consented to the retention in which case the records will be retained for not more than 10 years.

  • NOTIFICATION
    • We shall not be treated as having notice, for the purposes of our audit/accounts/tax responsibilities, of information provided to members of our firm other than those engaged on the specific assignment (for example, information provided in connection with accounting, taxation, and other services).

  • OUTSOURCING & SUB-CONTRACTING
    • We reserve the right to outsource accountancy, taxation, payroll, and auto- enrolment work if this is commercially viable and enables us to meet statutory deadlines. The Outsource Companies/Sub-Contractors used are professional organisations/people who will work under our strict instructions and in accordance with ACCA professional standards. The final review and advice will always be from our Firm.

  • PERIOD OF ENGAGEMENT AND TERMINATION
    • Unless otherwise agreed in the engagement covering letter our work will begin when we receive your implicit or explicit acceptance of that letter via either letter or electronic message. Except as stated in that letter we will not be responsible for periods before that date.

    • Each of us may terminate this agreement by giving not less than 21 days' notice in writing to the other party except where 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 prior to termination.

    • In the event of termination of this 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 shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
  • PROFESSIONAL RULES AND STATUTORY OBLIGATIONS
    • CANGAF will observe and act in accordance with the by-laws, regulations, and ethical guidelines of the Association of Chartered Certified Accountants (ACCA), and will accept instructions to act for you on this basis. In particular, you give us the authority to correct errors made by HMRC where we become aware of them. We will not be liable for any loss, damage, or cost arising from our compliance with statutory or regulatory obligations.

  • PROVISION OF SERVICES REGULATIONS 2009
    • In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices.

  • QUALITY CONTROL
    • As part of CANGAFs ongoing commitment to providing a quality service, their files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff.

  • QUALITY OF SERVICE
    • We aim to provide a high-quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know.

    • We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.

  • RELIANCE ON ADVICE
    • We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
  • RETENTION OF RECORDS

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

Individuals, trustees, and partnerships

      • with trading or rental income: 5 years and 10 months after the end of the tax year;

      • otherwise: 22 months after the end of the tax year; Companies, LLPs, and other corporate entities 6 years from the end of the accounting period;
    • Whilst certain documents may legally belong to you we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period.

  • TIMETABLE
    • The services we undertake to perform for you will be carried out on a timescale to be determined between us on an ongoing basis.
    • The timing of our work will in any event be dependent on the prompt supply of all information and documentation as and when required by us.

  • THE SERVICE
    • With effect from the Commencement Date we shall, in consideration of the Fees being paid in accordance with the Terms of Payment provide the services expressly identified in the engagement letter and schedule of services or otherwise agreed under this agreement.

    • We will use reasonable care and skill to perform the services identified in the engagement letter and schedule of services or otherwise agreed under this agreement.

    • We shall use all reasonable endeavours to complete its obligations under the engagement letter and schedule of services, but time will not be of the essence in the performance of these obligations.
  • VARIATION AND AMENDMENTS
    • If you wish to vary any details of the engagement letter and schedule of services you must notify us in writing as soon as possible. We shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.

    • If, due to circumstances beyond our control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. We shall endeavour to keep such changes to a minimum and shall seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.

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Signed by Cameron McCurdy
Signed On: April 9, 2024


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Document name: Top Drawer Accountants, terms of contract
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April 8, 2024 6:12 pm BSTTop Drawer Accountants, terms of contract Uploaded by Cameron McCurdy - info@topdraweraccountants.com IP 62.31.185.130
April 9, 2024 8:20 am BSTCraig Jeavons - caj@me.com added by Cameron McCurdy - info@topdraweraccountants.com as a CC'd Recipient Ip: 62.31.185.130
April 9, 2024 8:20 am BSTCameron Mccurdy - info@topdraweraccountants.com added by Cameron McCurdy - info@topdraweraccountants.com as a CC'd Recipient Ip: 62.31.185.130
April 9, 2024 8:20 am BSTMatt Timings - matt@tdmhq.com added by Cameron McCurdy - info@topdraweraccountants.com as a CC'd Recipient Ip: 62.31.185.130