TERMS OF BUSINESS
Last revised: 1 November 2017
Charter Tax Consulting Ltd
The following terms of business apply to all engagements accepted by Charter Tax Consulting Ltd. All work is carried out under these terms except where changes are expressly agreed in writing
1. Applicable law
1.1 Our engagement letter, the schedules 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 on any basis. 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
1.2 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 or in your circumstances. We
will accept no liability for losses arising from changes in the law, or
the interpretation thereof, that occur after the date on which the
advice is given.
2. Client Identification
2.1 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.
3. Client money
3.1 We may, from time to time, hold money on your behalf. The 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.
3.2 All client monies will be held in an interest-bearing account. To
avoid excessive administration, interest will only be paid to you
where the amount earned on the balances held on your behalf in
any calendar year exceeds £25. 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 we will put the money in a designated
interest-bearing client bank account and pay the interest to you.
Subject to any tax legislation, interest will be paid gross.
3.3 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 practise then we may pay those monies to a
4. Commissions or other benefits
4.1 In some circumstances we may receive commissions or other
benefits for introductions to other professionals or in respect of
transactions which we arrange for you. For example, where we do
not provide a specific service required by you, a fee may be
received by us for referring you to another professional accountant
or expert or we may receive a commission from a third party in
connection with the sale of goods or services to you. If this happens
we will notify you in writing of the amount and terms of payment
and receipt of any such commissions or benefits. The same will
apply if the payment is made to, or the transactions are arranged
by a person or business connected with ours. The fees you would
otherwise pay will not be reduced by the amount of the
commissions or benefits.
5.1 Unless we are authorised by you to disclose information on your
behalf, we confirm that where you give us confidential information
we shall at all times during and after this engagement keep it
confidential, except as required by law, by other financial
institutions, by our insurers or as provided for in regulatory, ethical,
or other professional pronouncements or as part of an external
peer review applicable to us or our engagement. This undertaking
will apply during and after this engagement.
5.2 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.
5.3 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,
5.4 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.
5.5 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.
5.6 If we use external or cloud based systems, we will ensure
confidentiality of your information is maintained.
5.7 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
6.0 Conflicts of interest
6.1 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 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.
6.2 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. In resolving the
conflict, we would be guided by ICAEW’s Code of Ethics, which can
be viewed at icaew.com/en/membership/regulations-standardsand-guidance/ethics.
During and after our engagement, you agree
that we reserve the right to act during and after our engagement
for other clients whose interests are or may be competing with or
adverse to yours subject of course to our obligations of
confidentiality and the safeguards set out in the paragraph on
7.0 Data protection
7.1 This clause applies to personal data provided by or on behalf of you
in connection with an agreement to provide business services or
any engagement letter. Each party shall comply with the Data
Protection Act 1998 (DPA) when processing such personal data, in
particular. You shall ensure that any disclosure of personal data to
us complies with the DPA.
7.2 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 sub-contract any processing of
personal data unless that personal data continues to be subject to
an appropriate level of protection. To the extent we act as data
processor for you, we shall only process personal data in
accordance with your instructions.
7.3 We shall notify you in 10 working days in the event of an individual
asking for copies of their personal data, a complaint about
processing of personal data or a notice from a relevant Data
Protection Authority. You and we shall consult and co-operate with
each other when responding to any such request, complaint or
7.4 We shall answer your reasonable enquiries to enable you to
monitor compliance with this clause.
8.1 Should 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 12 months or more we may issue to your last known
address a disengagement letter and hence cease to act.
9.0 Electronic and other communication
9.1 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.
9.2 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 which 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, other than where electronic submission is mandatory.
9.3 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.
10.0 Fees and payment terms
10.1 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.
10.2 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. Otherwise our fees will
be calculated on the basis of the hours worked by each member of
staff necessarily engaged on your affairs multiplied by their chargeout
rate per hour, VAT being charged thereon.
10.3 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
10.4 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 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.
10.5 Unless otherwise agreed in writing we will bill monthly for advisory
work and quarterly for compliance work and our invoices are due
for payment upon presentation. Our fees are exclusive of VAT
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
10.6 Unless otherwise agreed to the contrary our fees do not include the
costs of any third party, counsel or other professional fees. Should
these costs be incurred to fulfil our engagement then such
necessary additional charges will be payable by you.
10.7 Unless otherwise agreed in writing it is our normal practice to ask
clients to pay by monthly or quarterly standing order on account of
fees to be incurred.
10.8 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.
10.9 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 the amount is correct and payment
10.10 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.
11. Help us to give you the best service
11.1 We are committed to providing you with a 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
Mark Howard at firstname.lastname@example.org.
11.2 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, the Institute of
Chartered Accountants in England and Wales.
12.1 We will only assist with implementation of our advice if specifically
instructed and agreed in writing.
13.0 Intellectual property rights
13.1 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.
13.2 You are not permitted to use our name in any statement or
document 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.
14.1 If any provision of our engagement letter or terms of business 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 schedules, the relevant
provision in the engagement letter or schedules will take
15.0 Internal disputes within a client
15.1 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 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 place of business for the attention of the
directors or 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 or
the partnership and take no further action until we are instructed
by all parties concerned that the board or partnership has agreed
the action to be taken.
16.0 Investment advice (including insurance mediation services)
16.1 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 insurances], we
may have to refer you to someone who is authorised by the
Financial Conduct Authority or licensed by a Designated
Professional Body, as we are not.
17.1 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.
18.0 Limitation of third party rights
18.1 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. A party to this
agreement is the only person who has the right to enforce any of
its terms and no rights or benefits are conferred on any third party
under the Contracts (Rights of Third Parties) Act 1999.
19.0 Third party advisors
19.1 We do not endorse or advise on any tax schemes or arrangements
set up by any third party tax adviser, whether introduced by us
and/or engaged by you. This is a high risk area of tax avoidance
which generally is untested. It is not an area we have expertise in
and therefore if you engage in these activities you do so at your
Should you as a client enter into any tax scheme or arrangement
on your own account, whether with a third party or not, Charter
Tax do not accept any liability with respect to any said scheme
whether or not we introduced the provider.
20.0 Period of engagement and termination
20.1 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.
20.2 Each of us may terminate our 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 or any other third party] 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.
20.3 We reserve the right to terminate the engagement between us
with immediate effect in the event of your insolvency, bankruptcy
or other arrangement being reached with creditors; an
independence issue or change in the law which means we can no
longer act; failure to pay our fees by the due dates; or either party
being in breach of their obligations if this is not corrected within 30
days of being asked to do so.
20.4 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 shall not be
required to carry out further work and shall not be responsible or
liable for any consequences arising from termination.
21.0 Professional rules and statutory obligations
21.1 We will observe and act in accordance with the regulations,
standards and guidance of the Institute of Chartered Accountants
in England and 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. You can see copies of these
requirements in our offices. The requirements are also available
on-line at www.icaew.com/en/members/regulations-standardsand-guidance.
22.0 Quality control
22.1 As part of our ongoing commitment to providing a quality service,
our 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.
22.2 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, visit www.gov.uk/government/publications
/your-charter. To the best of our abilities, we will ensure that
HMRC meet their side of the Charter in their dealings with you.
23.0 Reliance on advice
23.1 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.
24.0 Retention of papers
24.1 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: 5 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
• 6 years from the end of the accounting period;
24.2 Whilst 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 tell us if you wish us to keep any document for any longer
25.0 The Provision of Services Regulations 2009
25.1 Our professional indemnity insurer is Endurance Syndicate 5151,
1st Floor, 2 Minster Court, Mincing Lane, London, EC3R 7BB. The
territorial coverage is worldwide.
26.0 Timing of our services
26.1 If you provide us with all information and explanations on a timely
basis in accordance with our requirements, we will plan to
undertake the work within a reasonable period of time in order to
meet any regulatory deadlines. However, failure to complete our
services prior to any such regulatory deadline would not, of itself,
mean that we are liable for any penalty or additional costs arising.
Charter Tax Consulting Ltd is a limited company registered in England withthe number 06889438 whose registered office is at 11 St James’s Place, London SW1A 1NP
Kent Office: Suite 1, Bedgebury Business Park, Goudhurst, Kent, TN17 2QZ
Telephone: +44 (0) 207 084 5771