(300) Standard Terms & Conditions

(300) STANDARD TERMS AND CONDITIONS OF MASSEY ACCOUNTING COMPANY LIMITED

These terms and conditions set out the general terms under which we undertake our business and should be read alongside the (310) Client Privacy Notice. The specific conditions relating to particular assignments are covered in your letter of engagement (LoE) and the relevant Schedules of Services (SoS).

1. Applicable law

The engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with, the law and practice of England and Wales. 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.

2. Client identification and verification

As an ACCA-regulated firm we are required under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) to identify and verify our clients before we begin work. Save in exceptional circumstances, we cannot start work until this requirement has been met.

We may ask you to provide identity documents, evidence of your address, and information about the source of funds or wealth relevant to the engagement. Where you represent a business or other entity, we may also carry out checks in relation to persons with significant control or beneficial ownership.

We are required to screen clients against relevant sanctions lists and to identify politically exposed persons (PEPs) and their close associates. Where the circumstances of an engagement require enhanced due diligence — for example, where a higher risk of money laundering or financial crime is identified — we may request additional information before or during the engagement.

We may make searches of appropriate databases and use identity verification software for these purposes. Information obtained for client identification and verification purposes will be retained in accordance with our legal obligations and the (310) Client Privacy Notice.

If we are unable to complete the required checks to our satisfaction, we may be unable to act for you or may be required to cease acting.

3. Client money

If we 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. The account will be operated, and all funds dealt with, in accordance with ACCA client money rules.

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 £100.00. Subject to any tax legislation, interest will be paid 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 if we as a firm cease to practise, then we may pay those monies to a registered charity.

Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as client monies.

4. Commissions or other benefits

In some circumstances we may receive commissions and/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 same will apply where the payment is made to or 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. Complaints

We are committed to providing a high-quality service that is both efficient and effective. If you have any concern about any aspect of our service, please use the procedure below.

Please put your complaint in writing to: Massey Accounting Company Limited, 32 Hall Pool Drive, Stockport, SK2 5ED, or by email to john@masseyaccountingcompany.com

We will respond within 28 days.

If you remain dissatisfied following our response, you may refer your complaint to the Association of Chartered Certified Accountants (ACCA).

6. Confidentiality

Communication between us is confidential. We shall take all reasonable steps not to disclose your information except where we are required to and as set out in the (310) Client Privacy Notice. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.

We may, on occasion, subcontract work on your affairs to other tax or accounting professionals. Those subcontractors are bound by our client confidentiality and security terms through written agreements.

7. 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, 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 to the obligations of confidentiality referred to above.

8. Data protection

We act as a data controller in respect of the personal data you provide to us in connection with our engagement. We process your personal data on the lawful bases of contractual necessity, compliance with legal obligations, and, where applicable, legitimate interests.

We will process your personal data only as necessary to carry out the services described in your letter of engagement and the relevant schedules of services, and to comply with our legal and regulatory obligations — including those arising from our ACCA membership and the anti-money laundering legislation.

The (310) Client Privacy Notice sets out full details of how we collect, use, store and share your personal data; your rights as a data subject (including the rights of access, erasure, rectification and data portability); and how to exercise those rights. The privacy notice forms part of our engagement with you.

Where you have provided consent to a specific processing activity, you have the right to withdraw that consent at any time by contacting us in writing. Withdrawal of consent does not affect the lawfulness of any processing carried out before withdrawal.

9. Disengagement

Should we resign or be requested to resign we will normally issue a disengagement notice — by email or in writing — to ensure that our respective responsibilities are clear. On disengagement we will seek to agree with you the arrangements for access to any cloud accounting software or records to ensure continuity. Further details are set out in clause 24 (Retention of Papers).

Should we have no contact with you for a period of six months or more, we may issue to your last known email or postal address a disengagement letter and thereafter cease to act.

We reserve the right, 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.

10. 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 the (310) Client Privacy Notice, via email or other secure electronic means. Where we operate a secure client portal or similar platform, that will be our preferred channel for sharing documents and sensitive information. 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 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 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.

Any communication sent through the post or DX system is deemed to arrive at your postal address two working days after the day that the document was sent.

When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out the engagement.

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 an incorrect address.

11. 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 piece of work, that estimate will not be contractually binding unless we explicitly state that it will be.

Our normal terms are to quote a fixed annual fee covering the preparation of your accounts and the compliance services detailed in your letter of engagement. This fixed fee will be reviewed annually and is payable in advance by monthly standing order, unless we otherwise agree to a quarterly or annual billing cycle. Our fees are payable prior to the submission of any work (such as accounts and returns) to the relevant authorities, including HMRC and Companies House.

For the avoidance of doubt, any additional advisory, planning or enquiry work is not included in the fixed fee, nor is any exceptional extra work which could not have been foreseen at the time of the quotation. Such work will be the subject of a separate engagement for which additional fees will be charged. We will seek your agreement to an estimate of the likely additional fees before commencing any such work.

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.

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 cover. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

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 will be added to our invoices where appropriate.

Unless otherwise agreed, our fees do not include the costs of any third party, counsel or other professional fees.

You authorise us to settle our agreed fees from any money held on your behalf in the client account.

Where this contract exists between us and a purchaser acting in the course of a business, we reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of England base rate 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.

We reserve the right to withhold delivery of completed work — including accounts, tax returns, and other documents or submissions — where fees remain outstanding. This includes withholding submissions to HMRC or Companies House until outstanding fees have been paid.

If you do not accept that an invoiced fee is fair and reasonable, you must notify us in writing 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 a reasonable fee for the provision of that information.

12. Implementation

We will only assist with the implementation of our advice if specifically instructed and agreed in writing.

13. 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.

14. 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 terms of business and the engagement letter or schedules, the relevant provision in the engagement letter or schedules will take precedence.

15. 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 business address for the attention of the partners or board of directors. If conflicting advice, information or instructions are received from different partners or directors, we will refer the matter back to the partners or board of directors and take no further action until they have agreed the action to be taken.

16. Investment services

Investment business is regulated under the Financial Services and Markets Act 2000.

If, during the provision of our services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority or the Prudential Regulation Authority. However, as we are licensed by ACCA, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.

17. Lien

In so far as permitted 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 have been paid in full.

18. 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 where such losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person, or are due to the provision to us of incomplete, misleading or false information, or where they are caused by a failure to act on our advice or a failure to provide us with relevant information.

Where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

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 if the delay or failure is caused by circumstances outside our reasonable control.

Exclusion of liability relating to non-disclosure or misrepresentation

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 exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to carry out in the circumstances.

Limitation of aggregate liability

Our aggregate liability to you in respect of any engagement shall not exceed the total fees paid by you to us for that specific engagement in the 12 months immediately preceding the event giving rise to the claim, subject to a minimum of £25,000. By signing or replying by email to agree your letter of engagement (LoE) you confirm that you have considered this limit and accept it as reasonable in the circumstances. If you do not wish to accept this limit, please contact us to discuss before signing.

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 extends to the cost of defending any such claim, including payment at our usual rates for the time we spend in defending it.

19. 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 and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

20. Period of engagement and termination

Unless otherwise agreed in the engagement covering letter, our work will begin when we receive your explicit acceptance of that letter. Where you have not formally signed and returned the letter, we will treat the first occasion on which you provide us with information, instructions or access to records for the purposes of the engagement as implicit acceptance of its terms. Except as stated in the letter, we will not be responsible for periods before that date.

Where the engagement includes quarterly obligations under Making Tax Digital (see SoS (602) Making Tax Digital for Income Tax), those obligations are treated as recurring within the engagement and do not terminate automatically on completion of the annual submission. The engagement continues until terminated in accordance with this clause.

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, 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, the engagement ceases as soon as that work is completed. The date of completion is taken to be the termination date and we owe you no duties beyond that date.

Where recurring work is provided, the engagement ceases on the relevant termination date as set out above.

Unless immediate termination applies, the termination date is:

21 days after the date of notice of termination; or
a later date agreed between us.

We owe you no duties beyond the date of termination and will not undertake any further work.

21. Professional body rules

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants (ACCA) 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, so that we may assist you to make a voluntary disclosure.

We will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will comply with the general anti-abuse rule and the targeted anti-avoidance rule and will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. In particular, you give us the authority to correct errors made by HMRC where we become aware of them.

These requirements are available online at: ACCA Rules and Standards.

We are also required to comply with the Criminal Finances Act 2017. Details of our obligations under that Act are set out in clause 22.

22. Criminal Finances Act 2017

It is a criminal offence under the Criminal Finances Act 2017 for a business to fail to prevent those associated with it from criminally facilitating tax evasion. We take this obligation seriously and maintain procedures designed to prevent such facilitation.

By engaging us, you confirm that you are not requesting us to assist with, facilitate, or conceal any arrangement that constitutes or may constitute tax evasion. If we become aware or reasonably suspect that any such arrangement is being requested or pursued, we may be required to cease acting and, in some circumstances, to make a report to the relevant authorities without notifying you.

23. 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. If we provide oral advice — for example, during a meeting or telephone call — and you wish to rely on it, you must ask us to confirm it in writing. Advice is only valid at the date it is given.

24. 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 and software to ensure continuity of service. This may require you to enter into direct engagements with software providers and pay for that service separately.

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: five years and ten months after the end of the tax year
otherwise: 22 months after the end of the tax year

Companies, LLPs and other corporate entities

six years from the end of the accounting period

Where you are subject to Making Tax Digital for Income Tax (see SoS (602) Making Tax Digital for Income Tax), HMRC requires digital records to be retained for a minimum of five years from the 31 January submission deadline for the relevant tax year. This applies in addition to, and may overlap with, the statutory retention periods above.

While certain documents may legally belong to you, we may destroy correspondence and other papers that we store — electronically or otherwise — which are more than six years old. This includes your documents if they have not been reclaimed by you within the six-year period. You must tell us if you require the return of any specific document or their retention for a longer period.

You should retain documents sent to you by us as set out in the (310) Client Privacy Notice, which should be read alongside these terms and conditions.

25. Professional indemnity insurance

In accordance with our obligations as an ACCA-regulated firm, we maintain professional indemnity insurance. Details of our insurer and the level of cover are available on request.

26. Changes in the law

We will not accept responsibility if you act on advice previously given by us without first confirming with us that it remains valid in light of any change in the law, HMRC practice, public policy, or your own circumstances. We accept no liability for losses arising from changes in the law (or its interpretation), HMRC practice, or public policy that are first published after the date on which the advice is given.