TERMS AND CONDITIONS
APPLICABLE LAW
Our engagement letter, services and terms and conditions are governed by, and should be construed in accordance with the law and practice of Jersey, Channel Islands. Each party agrees that the courts of Jersey, Channel Islands will have exclusive jurisdiction in relation any claim, dispute or difference concerning this engagement and any matter from it. Each party irrevocably waives any right to object to any action being brough in those courts, to claim that the action has been brought in an appropriate forum, or to claim that those courts do not have jurisdiction.
CLIENT DUE DILIGENCE
As with other professional services firms, we are required to undertake client due diligence on all new and existing clients. We may request from you, and retain, such information and documentation as we require for these purposes and for the purposes and/or make searches of appropriate databases. We cannot start work until this requirement has been met.
DATA PROTECTION AND CONFIDENTIALITY
We are committed to ensuring the protection of the privacy and security of any personal data which we process. Your attention is drawn to clause 7 of our privacy notice which details how we treat personal data by us in the provision of our services during our engagement with you. By signing this letter, you confirm that you have read and understood clause 7 and any privacy notice referred to therein. Our privacy notice is available on our website.
Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to by any law or order of any court or judicial equivalent pursuant to any direction, request or requirement of governmental, regulatory or supervisory body. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
CONFLICTS OF INTEREST
If there is a conflict of interest in our relationship with you or in our relationship with you and another client that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.
Where conflicts are identified that cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly. 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.
DISENGAGEMENT
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. We will charge at our standard rate for such a disengagement letter.
Should we have no contact with you for a period of 12 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.
We reserve the following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of six months unless other laws or regulations require otherwise.
ELECTRONIC AND OTHER COMMUNICATION
As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice 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 dispatch. 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 accept 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 hard copy, other than where electronic submission is mandatory.
You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.
FEES AND PAYMENT TERMS
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 Revenue Jersey. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance 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.
We will bill monthly, and our invoices are due for payment. Our fees are exclusive of GST, which will be added where it is chargeable. 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.
Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
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.
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.
On termination of the engagement you may appoint a new adviser. Where a new adviser requests professional clearance and handover information we reserve the right to charge you a reasonable fee for the provision of handover information.
IMPLEMENTATION
We will only assist with implementation of our advice if specifically instructed and agreed 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 this engagement letter, schedules of services or standard terms and conditions is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.
In the event of any conflict between these standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.
INTERNAL DISPUTES WITH A CLIENT
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of a business client, it should be noted that where our client is the business, 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 for the attention of the directors. 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/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.
LIEN
Insofar as we are 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.
COMPLAINTS
We are committed to providing you with high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact Greg Layzell. We agree to look into any complaint carefully and promptly and do everything reasonable to try and resolve it. If you are still not satisfied you can refer your complaint to our professional body, ICAEW.
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 that you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms.
PERIOD OF ENGAGEMENT AND TERMINATION
Unless otherwise agreed in the engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter, 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 Revenue Jersey 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.
If you engage us for a one-off piece of work (for example advice on a one-off transaction or preparation of a tax return for one year only) the engagement ceases as soon as that work is completed. The date of completion of the work is taken to be the termination date and we owe you no duties and we will not undertake further work beyond that date.
Where recurring work is provided (for example ongoing compliance work such as the completion of annual tax returns) the engagement ceases on the relevant date in relation to the termination as set out above. Unless immediate termination applies, in practice this means that the relevant termination date is:
• 21 days after the date of notice of termination; or
• A later agreed date
We owe you no duties beyond the date of termination and will not undertake any further work.
PROFESSIONAL BODY RULES
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the ICAEW and will accept instructions to act for you on this basis.
You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.
In particular, you give us the authority to correct errors made by Revenue Jersey where we become aware of them. In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements at our offices. The requirements are also available online at icaew.com
The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business.
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. However, bear in mind that advice is only valid at the date it is given.
RETENTION OF PAPERS
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 tax affairs. We will return any original documents to you, if requested.
When we cease to act for you we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately.
You should retain documents that are sent to you by us as set out in the privacy notice, which should be read alongside these terms and conditions.
VARIATION
We reserve the right to vary these Terms and Conditions from time to time, including during the course of this engagement without prior consent. Our terms and conditions will be published on 7th November 2023 to all clients current or future. You shall be deemed to have agreed to these Terms and Conditions and all such variations on the basis of such publication.