Terms of Engagement
It's not pretty and its quite long, and we apologise for the somewhat serious tone - but it does spell out exactly what you can expect from us and also what we expect from you:
1) WHO WE ARE
This Agreement (‘Agreement’) is a legal contract between the Client as an individual or an entity (the ‘Client’) and Tim Woodward trading as Aegis Accounting (‘Aegis’, ‘Aegis Accounting’) and will be effective when the Client signs up to any of our services.
“Online Accounting Software” means accounting software, third party or otherwise, provided by us or the accounting software company for use by the Client.
“service” means the provision of online accounting services to businesses and individuals as outlined in these terms of engagement
“us” “we” and “our” refers to Aegis Accounting, The Moorings, Exmouth, Devon EX8 1DY
“you” “the Client” means the Limited Company and/or the individual subscribing to our service.
“your Data” means any data entered or uploaded by you while using the service.
3) OUR SERVICE
You must be an active, fully paid-up subscriber in order for us to file any returns on your behalf or to provide any part of our service. If you choose to leave the service before filings are due you will need to make your own arrangements for accounts preparation, tax calculation and tax return submission.
AS PART OF OUR SERVICES WE CAN PROVIDE:
The services as detailed from time to time on our website, including but not restricted to: Complete business startup; Transactions made with Coconut automatically recorded and categorised; Record cash and mileage with The Bean Counter; Ongoing savings advice for upcoming tax bills; Comprehensive tax compliance checks; Assessment of all applicable tax savings (including efficient salary-dividend split, where applicable); Preparation of income and expenses statement or Preparation of profit & loss and balance sheet (whichever is applicable); Tax computations and national insurance contributions calculated; PAYE tax paid in employment (or pensions) checked and verified; Preparation of VAT returns (where applicable); Preparation of your self assessment tax return or Preparation of company corporation statutory accounts and one director's self assessment tax return (whichever is applicable); Final tax summary with HMRC 'due by' dates; All filed electronically with HMRC (and Companies House, where applicable) once approved; HMRC official-looking brown envelopes handled; Companies House annual confirmation statement handled (where applicable); Personalised jargon free help and advice, whenever you need it.
Out of scope services:
Where you have instructed us to do so, we will also provide other advice and ad hoc services as may be agreed from time to time. These may be the subject of a separate terms of engagement, at our option. Where appropriate we will discuss and agree an additional fee for such work.
Where specialist advice is required on occasions we may need to seek information from or refer you to appropriate specialists.
4) YOUR RESPONSIBILITIES
BOOKKEEPING and ACCOUNTING
Our service is wholly dependent on you providing us with electronic or physical copies of your original accounting transactions (and any other supporting information if asked) in time for us to process your bookkeeping or accounts and file your various tax returns to HMRC and Companies House by the deadline dates appropriate to your business. We cannot be held responsible for any late filing fees or penalties caused as a result of you failing to provide records when we ask for them or for providing incomplete records.
You must ensure that we have complete and accurate information throughout the subscription period, including any changes to company structure, trading activity, business address and personal contact details.
It is wholly your responsibility to ensure we are aware of all relevant earnings. We will not be held responsible for any errors that arise due to incomplete information being provided to us.
You will forward to us physical or electronic copies of HMRC statements of account, notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits.
We will begin acting as your accountant for the financial year in which you sign-up to our services. Any previous year’s Accounts must either be completed and filed by your previous agents if you have one, or arrangements can be made separately for us to perform these activities.
Although as your agents we will endeavour to assist you in all aspects of your accounting requirements, we would like to remind you it is ultimately your responsibility to ensure all statutory returns and accounts are correct and complete to the best of your knowledge and belief, it is also your responsibility to make any payment of tax due on time to avoid penalties.
5) SUBSCRIPTION AND PAYMENTS
A subscription fee for the use of the service is payable monthly by Direct Debit in advance by the Client. Our fees are posted on our website and may alter from time to time. You will be notified in advance of any changes to your current price plan if these are necessary.
Please note that the service relies upon the continuous payment of monthly fees. We will not be under any obligation to provide any part of our service if fees are not paid to us on time or if any payments are missed. If fees become overdue we reserve the right to suspend or limit your access to the service until the balance is paid. Aegis Accounting cannot be held liable for any fines incurred resulting from suspension of our services and in such a situation all our obligations under these terms of engagement are suspended.
Our service is designed to be continuous and your monthly payments are calculated to cover the cost of your annual accounting fees (and regular bookkeeping if applicable). As such we will be required to charge returning clients for any fees missed during any period of absence. Similarly, when you join us part way through your business financial year we will need to ensure your subscription is sufficient to cover your annual accounting fees by the time this work is to be completed. If this requires additional charges we will advise you of this ‘catch-up’ element in advance and arrange payment separately from your regular monthly subscription.
Additional charges may apply for activities that fall outside the service. Any work in addition to our regular subscription services will be quoted and invoiced separately.
You can close your account with us at any time by giving us 30 days notice and putting this in writing to [email protected].
There will be no additional fees billed after the 30 days cancellation period has expired, no refund will be made for fees already billed and paid and no further work will be undertaken on your behalf.
On cancellation it will be your responsibility to export all required data from any Online Accounting Software we have provided for your use or alternatively to request that we transfer the billing for said accounting software to your own account so that you might continue to use it.
Following the cancellation of the service, Aegis Accounting will have no further responsibility to provide any part of our service with immediate effect.
7) TERMS OF BUSINESS
This terms of engagement, 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 and Wales 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.
We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given.
As with other professional services firms, we are required to identify our clients for the purposes of the UK Anti Money Laundering legislation (AML). We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. In certain circumstances, we may need to obtain evidence confirming the identities of third parties, the source of any funds or other property, the purpose of any instructions or any other matter. We may also need to obtain such evidence after we have begun to act on your instructions and at various times throughout our business relationship. We may obtain the evidence of identity from documents or electronic sources or a combination of both. We are supervised under the AML legislative requirements by HMRC and registered on the data protection register with ICO.
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 us at [email protected]. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right.
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 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.
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.
Electronic and other 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. 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.
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.
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.
Internal disputes within 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 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 place of business for the attention of the directors. If conflicting advice, information or instructions are received from different directors in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board has agreed the action to be taken.
Insofar 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.
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 misrepresented to us. This applies equally to 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 by you or by any person for whom you are responsible 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
Our maximum liability will be capped at our annual fees. That sum shall be the maximum aggregate liability of this company, its directors, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before agreeing to our terms of service.
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. 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.
Period of engagement and termination
Unless otherwise agreed in the engagement letter covering our work will begin when we receive your implicit or explicit acceptance of these terms by letter or by indicating your acceptance by ticking the appropriate box on our website application form. 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 30 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 shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
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 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.