Applewood LLP – Standard Terms and Conditions of Business1. Applicable LawThe engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with English law. Each party agrees that the courts of England 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.2. Client identificationAs 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.3. Client moneyWe 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.4. Commissions and other benefitsIn some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.5. ComplaintsWe aim to provide the best possible service to our clients. If you would like to discuss how our service could be improved please contact us. We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. We will do everything reasonable to put matters right. Should you at any stage, feel that you have not received an adequate response to a complaint the circumstances should be bought to the attention of Sally Hayes or Laura Heraty. If you are still not satisfied you can refer your complaint to our professional body, the Institute of Chartered Accountants in England & Wales.6. ConfidentialityCommunication 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 occasions, 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.7. Conflicts of interestWe 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.8. Data ProtectionWe 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.9. DisengagementShould we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of one year or more we may issue to your last known address a disengagement letter and hence cease to act.10. Electronic and other communicationE-mail may be used to enable us to communicate with you. As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received. As Internet communications are capable of data corruption we do not accept any responsibility for changes made to such communications after their despatch.If you would prefer that we communicate with you by paper mail, other than where electronic submission is mandatory, please let us know. Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.11. Fees and payment termsOur 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.It is our normal practice to agree a fixed fee for the provision of specific services. 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. We will normally bill on completion of specific services or stages of our work and our invoices are due for payment upon presentation.Unless otherwise agreed to the contrary our fees do not include the costs of disbursements, any third party, counsel or other professional fees. Our fees are exclusive of VAT which will be added where it is chargeable.We reserve the right to charge interest on late paid invoices at the rate of 10% 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.12. ImplementationWe will only assist with implementation of our advice if specifically instructed and agreed in writing.13. Intellectual property rightsWe 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.14. InterpretationIf any provision of this engagement letter or enclosed 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.15. Internal disputes within a clientIf 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 the normal pace 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.16. Investment advice (including insurance mediation services)Investment business is regulated under the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body as we are not.17. LienInsofar as we are permitted to 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.18. Limitation of Third Party rightsA person who is not party to this agreement shall have no right 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 that exists or is available otherwise than pursuant to that Act.19. Non-solicitation of our staffYou shall not employ or offer to employ, or enter into a contract for the services of, any individual who was at any time during the engagement an officer, employee or subcontractor of ours. You shall not procure or facilitate the making of any such offer or attempt by any other person.20. Period of engagement and terminationUnless otherwise agreed in the engagement covering 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 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.21. Professional Indemnity InsuranceIn 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 office.22. Professional rules and statutory obligationsWe will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England & Wales 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.23. Reliance on adviceWe 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.24. Retention and Return of papersYou 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 normally return any original documents to you. These will be returned using standard postage unless you request otherwise. Should you prefer documents be returned using secure mail, we would be happy to arrange but may make an additional charge.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: 5 years and 10 months after the end of the tax year; otherwise: 22 months after the end of the tax year;Companies 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.