Standard Terms of Business

Call 01775 765050 or email info@candouraccounts.co.uk

(June 2023)

All work carried out is subject to these Standard Terms of Business
Except where changes are expressly agreed in writing.

Professional rules and practice guidelines

We will observe and act in accordance with the [byelaws, regulations and Code of Ethics of the ICAEW] and 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 the internet at www.icaew.com/regulation.

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 occasions, sub-contract work on your affairs to other tax or accounting professionals. The sub-contractors will be bound by our client confidentiality terms.

External Review

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 us.

Conflicts of Interest

We will inform you if we become aware of any conflicts 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 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 these safeguards. Where possible this will be done on the basis of your informed consent.

Commissions or other benefits

In some circumstances, commissions or other benefits may become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payments and receipt of any such commissions or benefits. To avoid excessive administration costs, notification will only be made where the amount exceeds £25.

Client monies

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 ICAEW.

All client money will be held in an interest-baring account. In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on using the prevailing rate applied by HSBC Bank Plc for small deposits subject to the minimum period of notice for withdrawals.

If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid in gross.

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.

Investment advice – exempt regulated activities

Although we are not authorised by the Financial Conduct Authority to conduct Investment Business, we are licensed by the ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing you.

Such assistance may include the following:

• Advising you on investments generally, but not recommending a particular investment or type of investment;
• Referring you to a Permitted Third Party (PTP) ([an independent] firm authorised by the FCA) and assisting you with the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.
• Advising on the sale of a contractually based investment other than disposing of any rights or interests which you may haves a member of a personal pension scheme.
• Advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
• Managing investments or acting as trustee (or done of a power of attorney) where decision to invest are taken on the advice of an authorised person;
• Others [as appropriate].

We may also, on the understanding that the shares or other securities of the company are not publicly traded:

• Advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
• Arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
• Arrange for the issue of the new shares; and
• Act as the addressee to receive confirmation of acceptance of offer documents etc.

Fees and disbursements

Our fees may depend not only on the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved, but also the level of risk identified and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of advising you, and will be due 7 days after.

If it is necessary to carry out work outside the responsibilities outlined in this letter, it will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc., are completed to the agreed stage.

Our fees will exclude out of pocket expenses. Out of pocket, expenses (plus VAT (
if applicable)) will be billed as incurred for reimbursement by you.

It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis.

Disbursements include, but are not necessarily restricted to, direct expenditure on clients’ affairs such as travelling, courier costs, faxes and searches.

Any queries on invoices rendered by us must be raised in writing within 14 days of receipt.

Any amount received from you shall, unless otherwise directed by you, be accepted on account of the earliest outstanding invoice.

Our terms relating to payment of accounts invoiced and not covered by standing orders, where appropriate, are strictly 7 days net. Interest will be charges on all overdue debts at the rate stated on the invoice that is currently 4%

Retention of and access to records

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, LLP’s, and other corporate entities, 6 years from the end of the accounting period

Whilst certain documents may legally belong to you, we intend to 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 inform us if you wish to keep any documents for a longer period.

Quality of service

We aim to provide you with a fully satisfactory service and John Chappelle as engagement partner will seek to ensure that this is so. If, however you are unable to deal with any difficulty through him and his team please contact the office. We undertake to look at any complaint carefully and promptly and to 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 the Institute of Chartered Accountants in England and Wales (ICAEW) by whom we are regulated.

Help us to give you the right service

If at any time you would like to discuss with us how our service could be improved, or if you are dissatisfied with the service you are receiving, please discuss the matter with us. We undertake to look at any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given a less than satisfactory service, we undertake to do everything reasonable to address your concerns. 

If you are still not satisfied, you may of course take matters up with the ICAEW.

Credit Control

If an invoice remains due beyond our specified payment terms, the credit function will confirm when settlement is expected.

Implementation

We will only assist with the implementation of our advice if specifically instructed to do so in writing.

GDPR/Data Protection Act 2018

To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, process, use and disclose personal data about you/your business/company/partnership/its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 2018. You also confirm that any personal data you provide to us complies with the Data Protection Act 2018.

Client identification

In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

• Have due diligence procedures for the identification of all clients
• Make searches of appropriate databases to confirm identities
• Maintain appropriate records of evidence to support customer due diligence: and
• Report in accordance with the relevant legislation and regulations.

Limitations to third parties

Under the Contracts (Rights of Third Parties) Act 1999, 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.

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 writing 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.

Applicable Law

Our engagement letter and Standard Terms of Business shall be governed by and construed in accordance with, English Law.

Each party agrees that the Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and all matters arising from it on any basis.

Each party irrevocably waives any right it may have to object to any action being brought in these Courts, to claim that the action has been brought in an inappropriate forum, or to claim that these Courts do not have jurisdiction.

If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provision shall not in any way be affected or impaired.

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.

Electronic and other communication

Unless you instruct us otherwise we may, where applicable, 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, which 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. If you do not wish us to use electronic methods, other than when mandatory, please say.

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 our engagement letter or terms of business are held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between the terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

Disengagement

Should we resign or be required 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 significant period of time we may issue to your last known address a disengagement letter and hence cease to act.

Insurance

Our professional indemnity insurer is Collegiate Underwriting, 2^nd Floor, 18 Mansell Street, London, E1 8FE.

The territorial coverage is United Kingdom.

Force majeure

If either party is impeded or prevented from carrying out any of its obligations under the contract for the supply of the services due to any circumstances beyond its reasonable control including without limitation, act of Government, interruption of power supplies, failure of sources of supply, interference by a third party or, industrial dispute or natural disaster (‘circumstances of force-majeure’) the party affected shall be excused performance of such obligation for so long as and to the extent that the prevention or impediment last. 

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PRIVACY NOTICE

1. Purpose of this notice

This notice describes how we collect and use personal data about you, in accordance with the Data Protection Act 2018 and any other national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK (‘Data Protection Legislation’).

Please read the following carefully to understand our practices regarding your personal data and how we will treat it.

2. About us

Candour Accounts Ltd is registered in England and Wales, Company number 09646668. Registered office: Endeavour House, 7 Enterprise Way, Pinchbeck, Spalding, Lincolnshire, PE11 3YR. We are regulated for a range of investment business activities by the Institute of Chartered Accountants in England and Wales.

For the purpose of the Data Protection Legislation and this notice, we are the ‘data controller’. This means that we are responsible for deciding how we hold and use personal data about you. We are required under the Data Protection Legislation to notify you of the information contained in this privacy notice.

We have appointed a Data Protection Officer. Our Data Protection Officer is our Data Protection point of contact and is responsible for assisting with enquiries in relation to this privacy notice or our treatment of your personal data.

3. How we may collect your personal data

We obtain personal data about you, for example, when:

• You request a proposal from us in respect of the services we provide;
• You or your employer or our clients engages us to provide our services and also during the provision of those services;
• You contact us by email, telephone, post or social media (for example, when you have a query about our services); or
• From third parties and/or publicly available resources (for example, from your employer or from Companies House)

4. The kind of information we hold about you

The information we hold about you may include the following:

• Your personal details (such as name and/or address);
• Details of contact we have had with you in relation to the provision, or the proposed provision, of our services;
• Details of any services you have received from us;
• Our correspondence and communications with you;
• Information about any complaints and enquiries you make to us;
• Information from research, surveys and marketing activities.

5. How we use personal data we hold about you

We may process your personal data for purposes necessary for the performance of our contract with you or your employer or our clients and to comply with our legal obligations.

We may process your personal data for the purpose necessary for the performance of our contract with our clients. This may include processing your personal data where you are an employee, sub-contractor, supplier or customer of our client.

We may process your personal data for the purposes of our own legitimate interests provided that those interests do not override any of your own interests, rights and freedoms which require the protection of personal data. This includes processing for marketing, business development, statistical and management purposes.

We may process personal data for certain additional purposes with your consent, and in these limited circumstances where your consent is required for the processing of your personal data then you have the right to withdraw your consent to processing for such specific purposes.

Please note that we may process your personal data for more than one lawful basis depending on the specific purpose for which we are using your data.

Situations in which we will use your personal data

We may use your personal data in order to:

• Carry out our obligations arising from any agreements entered into between you or your employer or our clients and us (which will most usually be for the provision of our services);
• carrying out our obligations arising from any agreements entered into between our clients and us (which will most usually be for the provision of our services) where you may be a sub-contractor, supplier or customer of our client;
• provide you with information related to our services and our events and activities that you request from us or which we feel may interest you;
• seek your thoughts and opinions on the services we provide; and
• notify you about any changes to our services.

Data retention

We will only retain your personal data for as long as is necessary to fulfil the purposes for which it is collected.

When assessing what retention period is appropriate for your personal data, we take into consideration:

• the requirement of our business and the services provided;
• any statutory or legal obligations;
• the purposes for which we originally collected the personal data;
• the lawful grounds on which we based our processing;
• the types of personal data we have collected;
• the amount and categories of your personal data; and
• whether the purpose of the processing could reasonably be fulfilled by other means.

Change of purpose

Where we need to use your personal data for another reason, other than for the purpose for which we collected it, we will only use your personal data where that reason is compatible with the original purpose.

Should it be necessary to use your personal data for a new purpose, we will notify you and communicate the legal basis which allows us to do so before starting any new processing.

6. Data sharing

Why might we share your personal data with third parties?

We will share your personal data with third parties where are required by law, where it is necessary to administer the relationship between us or where we have another legitimate interest in doing so.

What about other third parties?

We may share your personal data with other third parties, for example in the context of the possible sales or restructuring of the business. We may also need to share your personal data with a regulator or to otherwise comply with the law.

7. Data security

We have put in place commercially reasonable and appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected data security breach and will notify you and any applicable regulator of a confirmed breach where we are legally required to do so.

8. Rights of access, correction, erasure and restriction

Your duty to inform us of changes

It is important that the personal data we hold about you is accurate and current. Should your personal information change, please notify us of any changes of which we need to be aware by contacting us, using the contact details below.

Your rights in connection with personal data

Under certain circumstances, by law, you have the right to:

• request access to your personal data. This enables you to receive details of personal data we hold about you and to check that we are processing it lawfully;
• request correction of the personal data that we hold about you;
• request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have exercised your right to object to processing (see below);
• Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this basis. You also have the right to object where are processing your personal information for direct marketing purposes;
• Request the restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data about you, for example, if you want us to establish its accuracy or the reason for processing it.

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request for access is clearly unfounded or excessive. Alternatively, we may refuse to comply with the request in such circumstances.

We may need to request specific information from you to help us confirm your identity and ensure your right to access the information (or to exercise any of your other rights). This is another appropriate security measure to ensure that personal information is not disclosed to any person who has no right to receive it.

9. Right to withdraw consent

In the limited circumstances where you may have provided your consent to the collection, processing and transfer of your personal data for a specific purpose (for example, in relation to direct marketing that you have indicated you would like to receive from us), you have the right to withdraw your consent for that specific processing at any time. To withdraw your consent, please email our data point of contact at info@candouraccounts.co.uk

Once we have received notification that you have withdrawn your consent, we will no longer process your personal information (personal data) for the purpose you originally agreed to, unless we have another legitimate basis for doing so in law.

10. Changes to this notice

Any change we may make to our privacy notice in the future will be provided to you when we update our Terms of Business via our website.

This privacy notice was last reviewed on 1 June 2023

11. Complaints

You have the right to make a complaint to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues at any time. The ICO’s contact details are as follows:

Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow
Cheshire
SK9 5AF

Telephone: 0303 123 1113 (local rate) or 01625 545 745

Website: ico.org.uk/concerns