These terms and conditions set out the general terms under which we undertake our business. Separate letters of engagement will cover the specific conditions relating to particular assignments.
Applicable law
These terms and conditions, our engagement letters, and the schedule of services are all governed by, and should be construed by, English law. Each party agrees that the courts of England and Wales will have exclusive jurisdiction over 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.
Authorisation and registration
Aldwych Factors Limited is registered at Companies House in the UK with the company number 08608927
We are not registered as auditors.
Bribery Act 2010
As required by the Bribery Act 2010, we have policies and procedures in place to prevent the business and its partners and staff from offering or receiving bribes.
Confidentiality
Communication between us is confidential, and we shall take all reasonable steps to keep your information confidential, 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 you authorize us to disclose information on your behalf, this undertaking will apply during and after this engagement.
On occasion, we may subcontract work on your affairs to other tax, information technology, or accounting professionals. Our client confidentiality terms will bind the subcontractors.
Conflicts of interest
We will inform you if we become aware of any conflict of interest in our relationship with you or with you and another client. Where conflicts are identified that cannot be managed to protect your interests, we regret that 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, of course, to the obligations of confidentiality referred to above.
If there is a conflict of interest that can be successfully addressed by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. Where possible, this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject, of course, to the obligations of confidentiality referred to above.
Contracts (Rights of Third Parties) Act 1999
The advice and information we provide 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 with the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Data Protection
We confirm that we will comply with the General Data Protection Regulation (GDPR) provisions when processing personal data about you, your directors, and employees.
Processing means:
- Obtaining, recording, or holding personal data; or
- Carrying out any operation or set of operations on personal data, including collecting and storing, organising, adapting, altering, using, disclosing (by any means) or removing (by any means) from the records manual and digital.
The information we obtain, process, use, and disclose will be necessary for:
- The performance of the contract
- To comply with our legal and regulatory compliance and crime prevention
- Contacting you with details of other services where you have consented to us doing so
- Other legitimate interests relate to protection against potential claims and disciplinary action against us.
This includes updating and enhancing our client records, analysis for management purposes, and statutory returns, but it is not limited to these.
Our privacy notice contains further details on data processing and should be read alongside these terms and conditions.
Disengagement
Should we resign or be requested to resign, we usually issue a disengagement letter to clarify our responsibilities.
If we have not contacted you for one year or more, we may issue a disengagement letter and cease to act.
Following termination for any reason, we reserve the right to destroy any of your documents that we have not been able to return to you after six months unless other laws or regulations require otherwise.
Electronic and other communication
As instructed, we will communicate with you and any third parties you instruct us to do as set out in our cover letter and privacy notice via email or 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 transmitted through emails or electronic storage devices. However, electronic communication is not secure, and we cannot be held responsible for damage or loss caused by viruses, nor for corrupted or altered communications after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially concerning commercially sensitive material.
Ethical guidelines
Any ethical guidelines do not bind us, and we accept instructions to act for you because we will act under our ethical guidelines. We will not be liable for any loss, damage, or cost arising from our compliance with statutory or regulatory obligations.
Fees
Our fees may depend not only on the time spent on your affairs but also on the level of skill and responsibility, the importance and value of the advice that we provide, and the level of risk.
If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that it will be.
Fixed fee quotations:
a) We may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. All fee quotations are valid for 30 days.
b) 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.
c) If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
d) All fixed fees are quoted based on you or your bookkeeper accurately recording all transactions in our spreadsheet or any recognised bookkeeping system. Your bookkeeping system records all bank balances, assets, and liabilities accurately.
e) Fixed fees do not include resolving problems, correcting work, or recalculating work that you or your previous agents have done for years. If such work is required, we will discuss the situation and additional fees with you prior to carrying out any such work.
f) Our fee arrangements and quotations may include Support. The type, scope, and quantity of work included as support may be varied at any time by us and is entirely at our discretion. We may define it on an individual basis. Support does not include advice, research, or analysis.
It will involve additional fees if it is necessary to carry out work outside the agreed work outlined in any fixed fee arrangement. These fees will be computed based on time spent by principals and our staff, and on the levels of skill and responsibility involved. If no fixed fee arrangement is in place, any work done will be calculated on this basis. A complete list of the time spent and the charge-out rates is available on request. We set our standard hourly rates and review them annually. These are available on request.
Our terms relating to payment of amounts invoiced are full invoice payable on presentation. Prompt payment will be appreciated. Interest will be charged on all overdue debts at the rate stated on the invoice. Invoices must be paid in full before we undertake any further work.
Our fees are exclusive of VAT, which will be added where 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. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel, or other professional fees.
It is our standard practice to ask clients to pay by monthly standing order or direct debit and to adjust the monthly payment by reference to actual billings periodically. Monthly fees are not refundable under any circumstances. If monthly fees include year-end accounts, and such accounts are not prepared for any reason, no separately identifiable amount would be refunded.
We reserve the right to charge interest on late-paid invoices at 8% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or 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.
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 payment is due.
Implementation
We will only assist with implementing our advice if specifically instructed in writing.
Intellectual property rights: We will retain all copyright in any document prepared by us during the engagement, save where the law specifically provides otherwise.
Interpretation: If any provision of the terms and conditions, engagement letter, or schedules is held to be void, then that provision will be deemed not to form part of this contract.
In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
Internal disputes
Suppose we become aware of a dispute between the parties who own or are involved in the business’s ownership and management. In that case, it should be noted that our client is the business, and we would not provide information or services to one party without all parties’ express knowledge and permission. Unless otherwise agreed by all parties, we will continue to supply information to the registered office or last known postal address for the attention of the directors or business owners. Suppose conflicting advice, information, or instructions are received from different individuals in the business. In that case, we will refer the matter back to the directors or business owners and take no further action until the directors or business owners have agreed on the action.
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. In particular, where we refer you to another firm with whom you engage directly, we accept no responsibility for their work and will not be liable for any loss caused by them.
Exclusion of liability about 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 circumstances outside our reasonable control cause the delay or failure.
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 wrongly misrepresented to us or from 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 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 regarding any claim (including any negligence claim) arising from any unauthorised disclosure 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 we spend protecting it.
Limitation of aggregate liability:
Regarding the work detailed within all engagements with you, we limit our liability to you to a maximum of £500, including legal costs. 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. Also, any other person we have agreed with 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 take it, you should contact us to discuss it before signing the engagement letter.
You have agreed that you will not bring any claim included within the subject of the limit against any of our principals/ directors/members, or employees, on a personal basis.
Limitation of Third-Party Rights
The advice and information we provide 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. It may not be used or relied upon for any purpose or by anyone other than you without our written consent. A party to this agreement is the only person with the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Suppose our advice is disclosed to any third party (with or without our consent). In that case, we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.
If it is proposed that any documents or statements that refer to our name are to be circulated to third parties, please consult us before they are issued.
Period of engagement and termination
Unless otherwise agreed upon in the engagement cover letter, our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.
Each of us may terminate this agreement by giving the other party not less than 21 days’ notice in writing, except where you fail to cooperate with us or we have reason to believe that you have provided us with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights accrued to us before termination.
In the event of termination of this contract, we will endeavour to agree with you the arrangements for completing 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.
Quality of service
We aim to provide a high-quality service at all times. If 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 let us know by contacting any company director.
We undertake to look into any complaint carefully and promptly and to explain the position to you as fully as possible.