TERMS & CONDITION
1. PROVISION OF SERVICES
1.1 Terms governing our services
These terms, together with the Engagement Letter, set out the basis on which we shall provide you with services. “Engagement Letter” means, in relation to the first matter in which you instruct us, the initial engagement letter with which we send you these Standard Terms of Business and schedule of services, in relation to any further matter in which you instruct us, any engagement letter we send you in relation to that matter, in each case together with any variations which we may subsequently agree in writing. When you instruct us to advise on a new matter, we shall normally send you an Engagement Letter confirming your instructions on that matter and incorporating our Standard Terms of Business. In the event of any conflict between our Standard Terms of Business and any provision set out in an Engagement Letter, our Standard Terms of Business shall prevail unless and to the extent that the Engagement Letter expresses the intention to override our Standard Terms of Business.
1.2 Skill and care
We shall carry out our work for you with due skill and care. In order to carry out our services in a prompt, effective and professional manner we shall require your full cooperation and assistance throughout the matter. This may include the provision of information and documents requested by us, your compliance with any applicable timetables or time limits and the provision of prompt instructions by you. There shall also be a requirement on you to do or refrain from doing all such things that we advise are necessary for the completion of the matter.
1.3 Scope of our services
The services we provide in relation to any matter will be described in the Engagement Letter or will otherwise be agreed between us at the outset of the matter.
1.4 Authority to instruct us
Unless instructed otherwise, we shall assume that all of your employees, directors, officers and representatives who give us instructions are authorised to do so and that we may act on their oral instructions. If you retain us as agent for a third party, or purport to do so, you warrant that you have the actual authority of that third party to do so and you agree to and accept the provisions of the Engagement Letter, Standard Terms of Business and any other terms associated with the services on your own behalf and as agent for a third party. You shall procure in such circumstances that any third party shall act on the basis that they are a party to the Engagement Letter, these Standard Terms of Business and any terms associated with the services, as if they had each signed a copy of the Engagement Letter and agreed to be bound by it. However, you alone shall be responsible for payment of our Fees.
1.5 Written advice
We may supply written advice or confirm oral advice in writing or deliver a final written report or make an oral presentation on completion of the services. No reliance shall be placed by you on any draft or interim advice or report or presentation, unless agreed in writing by us first. We shall not be under any obligation in any circumstances to update any advice, report or any product of the services, oral or written, for events occurring after the advice, report or product concerned has been issued in final form. Any advice, opinion, statement of expectation, forecast or recommendation supplied by us shall not amount to any form of guarantee that we have determined or predicted future events or circumstances.
1.6 Responsibility for your work
Where individuals to be involved in delivering the services are named in the Engagement Letter, we shall use reasonable endeavours to ensure that they are so involved. We may substitute those identified for others of equal or similar skills but we shall endeavour to consult you before doing so.
2. CLIENT RESPONSIBILITY
2.1 Instructions
You must give us proper instructions that allow us to do our work properly, not ask us to work in an improper or unreasonable way, not deliberately mislead us and cooperate with us and any experts or third parties instructed by us on your behalf. We cannot guarantee that instructions sent to us by email or by text message will be received either promptly or at all. It is in your best interests not to use text messaging as a means of providing us with specific information, authority or instructions.
2.2 Retained responsibilities
You shall retain responsibility and accountability for (i) the management, conduct and operation of your business and your affairs, (ii) deciding on your use of our services, (iii) choosing to what extent you wish to rely on the services or how to implement advice or recommendations or other product of the services supplied by us, (iv) making any decision affecting the services, any product of the services, your interests or your affairs, and (v) the delivery, achievement or realisation of any benefits directly or indirectly related to the services which require implementation by you.
2.3 Cooperation
Where you or the nature of the services require us to perform work at your premises or to use your computer systems or telephone networks, you shall ensure that all arrangements are made for access, security procedures, virus checks, facilities, licences or consents as may be required (without cost to us). You shall promptly supply us with all information that we request and access to documentation and you shall inform us of any changes to information provided. To the fullest extent possible we shall not be responsible or liable for incorrect information provided by you, nor shall we be liable to you for any loss or damage suffered by you arising from fraud, misrepresentation, withholding of information material to the services or any other default relating to such material information, whether on your part or that of the other information sources, unless such fraud, misrepresentation, withholding or such other default is evident to us without further enquiry.
2.4 Your Accountants
You may have already consented to us directly contacting your accountants. If you have not given your consent, you shall be deemed to give such consent upon acceptance of these Standard Terms of Business and upon written request you shall promptly supply us with your accountants’ name, full postal address and email address. You shall inform us of any changes to the information that you have provided about your accountants as soon as reasonably practicable.
3. FEE ARRANGEMENTS
We shall render invoices in respect of the services comprising fees, outlays and VAT thereon (where applicable), plus any overseas taxes that might be payable thereon or deductible there from (“Fees”). Details of Fees and any special payment terms shall be set out in the Engagement Letter. Our Fees shall be based on the degree of responsibility of our partners, members, directors, employees or agents, as the case may be, involved in delivering the services, their skill and time spent by them in performing them and the nature and complexity of the services. Outlays will include both directly incurred costs and incidental expenses that are not charged directly to the engagement. Our invoices are immediately payable on receipt (without any right of setoff), or at such other time as may be specified in the Engagement Letter.
If all or part of the invoice remains unpaid for 14 days or more, we reserve the right to charge interest on the outstanding balance at the statutory rate from time to time in force (this rate applying after as well as before any court award or judgement in our favour in respect of outstanding balance).
In some circumstances, commissions or other benefits may become payable to a third party whom you might already have a course of dealings with, or an associate of that person, in respect of transactions we arrange for you. You consent to such commission or other benefits being paid to such relevant third parties as and when deemed appropriate. This may be in addition to or irrespective of any work done by the third party in referring such clients into us. If the terms of our Business are terminated or suspended, we shall be entitled to payment for the full amount set out in the fee section, plus VAT thereon (where applicable). Our Fees for work done shall in this event be regardless of the stage the engagement may be at when the contract is terminated or suspended.
In all circumstances you are responsible for paying Fees, outlays and expenses whether or not a third party has agreed, or been ordered by a Court or arbitrator, to pay them. In the event that you are our client in relation to a matter together with any other person or entity, you and it/they will be jointly and severally liable to pay our Fees, outlays and expenses (i.e. we can claim the full amount from any or all of you). 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.
4. CONFIDENTIALITY AND DATA PROTECTION
4.1 Confidentiality
Where you give us confidential information, subject as provided below, we shall at all times keep it, and ensure our staff keep it confidential. We may disclose confidential information provided to us by you: (i) with your consent; (ii) when the relevant information is already in the public domain; (iii) where the disclosure is required by law or pursuant to any regulation (including but not limited to professional regulations); (iv) where required to comply with any ethical or other professional pronouncements applicable to this engagement; (v) to our professional indemnity insurers; and (vi) to other professional advisers that you inform us are involved in any matter on which we are instructed or to whom we may properly delegate aspects of any matter in order to provide a full range of services to you.
For the purposes of marketing or publicising or selling our services we may wish to disclose that we have performed work for you, in which event we may identify you by your name and we may indicate only the general nature or category of such work and any details which have properly entered the public domain.
Our services shall be delivered on the basis that you shall not quote our name or reproduce our logo in any form or medium without our prior written consent. You may disclose in whole any product of the services to your legal and other professional advisers for the purposes of your seeking advice in relation to the services, provided that when doing so you inform them that (i) disclosure by them (save for their own internal purposes) is not permitted without our prior written consent, and (ii) to the fullest extent permitted by law we accept no responsibility or liability to them in connection with the services.
4.2 Data Protection Act 1998
We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under the Engagement Letter, 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. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Tes Nawaz.
5. LIABILITY
5.1 Our staff
You acknowledge and agree that any liability for any loss, damage, costs and expenses suffered or incurred by you and your associates arising as a result of the provision of the services shall be our liability only and you undertake that you will, and you will procure that your associates will, in no circumstances bring any action in respect of any such loss, damage, costs or expenses, whether arising in contract, negligence or otherwise, against any of our directors, employees, agents or subcontractors or any of their respective employees, partners, agents or subcontractors.
5.2 Liability limit
Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default. We will not be liable if such losses, penalties, interest or additional tax liabilities are caused by 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 caused by a failure to act on our advice or a failure to provide us with relevant information. 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.
If you have also instructed other advisors, any liability we may have to you would also be limited to that proportion of your total losses (after taking into account contributory negligence on the part of you and your clients) as may be regarded as just and equitable having regard to the extent of our responsibility for such losses. Where there is more than one beneficiary of the services (“Beneficiary”) the limitation on our liability agreed under this clause to each Beneficiary shall be apportioned by them amongst them. No Beneficiary shall dispute or challenge the validity, enforceability or operation of this clause on the ground that no such apportionment has been so agreed or on the ground that the agreed share of the limitation amount apportioned to any Beneficiary is unreasonably low. In this clause, “Beneficiary” shall include you and any other person identified in the Engagement Letter as a beneficiary of the services.
5.3 Areas of unlimited liability
Paragraph 5.2 above does not apply to any liability for death or personal injury caused by our negligence. The provisions of paragraphs 5.2 and 5.3 set out the absolute limit of our liability under or in connection with the services and all other liability is expressly excluded.
5.4 Exclusions
Without limitation, our liability for increased costs or expenses, loss of profits, indirect or consequential loss including, without limitation, economic loss or failure to realise anticipated savings or benefits is excluded. You agree to indemnify us and hold us harmless against all claims and proceedings brought by any third party and all losses, damages, costs and expenses relating thereto, whatsoever and howsoever caused, which we may suffer arising from, or in connection with, the provision of the services except and only to the extent that they are finally determined to have resulted directly from fraud on our part.
5.5 Time limits
Any legal proceedings arising from the provision of the services may only be brought by either party after notifying the other party of such intention within six years from the earliest of: 5.5.1 the date the alleged breach occurred; or 5.5.2 the date the Engagement Letter and or services were terminated. For the purposes of this clause a claim shall be made when court or other dispute resolution proceedings are commenced.
5.6 No liability for client failings
We shall not be liable for any loss, damage, costs or expenses arising in any way from any fraudulent or negligent acts or omissions, is representations or default on your part or by your directors, employees, agents or subcontractors and insofar as we incur any costs in consequence of such a cause on your part, we shall have the right to recover such costs from you.
5.7 No liability for third party failings
We shall not be liable for any act or omission occurring before the commencement of our engagement, and accordingly, where a matter in progress is transferred to us, our responsibility shall commence on the date we accept the engagement or (if later) the date we receive the working papers. Unless the engagement expressly states that we will conduct a full review of work done to date, we shall be entitled to assume that the working papers we receive are complete, accurate and up to date and that all matters have been properly and punctually attended to up to the time of transfer. Liability for any loss, damage, cost or expense arising directly or indirectly out of the act or omission of any third party is excluded.
5.8 No liability for advice unless reduced to writing
Our advice is specific to the context in which it is given, which includes all the facts made known to us, and the assumptions concerning those facts and your objectives that we make. Any facts or circumstances we consider material to our advice will be clearly set out in any written advice we provide. It is not practical to clearly set out or record these limitations to our advice otherwise than in writing. Please therefore ask for advice to be confirmed in writing if you wish to rely on it. We shall have no liability to you for any advice given otherwise than in writing.
5.9 Third party recommendations
Where we make recommendations as to any competent third party advisers, we will do so entirely in good faith. No liability shall attach to us in relation to the standard of their services and/or advice. We will not monitor their work and we will not be able to verify the accuracy or quality of their services when they are provided either to you or your third party advisers. In the event you have contracted with a Third party adviser in order that they provide services to you and in any way their liability to you has been fettered with your agreement then likewise our liability to you in respect of this engagement shall not be greater than the sum due as if no such limitation had previously existed.
5.10 Force Majeure
We shall not be liable for any delay or failure to perform our obligations where such delay or failure to perform arises from circumstances outside our reasonable control.
6. RAISING QUERIES OR CONCERNS WITH US
If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, please contact Tes Nawaz. We undertake to do everything reasonable to address your concerns.
7. DOCUMENTATION
7.1 Ownership of documentation
Any documents, reports, correspondence, telephone attendance notes or memoranda prepared in connection with or for the purpose of submission to HMRC or in carrying out the Services are strictly the property of Blackwell Tax Limited and you shall not be entitled to request copies of any such documents at any time. Any attempt to copy any Blackwell Tax Limited reports shall constitute copyright infringement.
7.2 Freedom to use ideas
We may develop or use for other clients any ideas, concepts, information or knowhow reflected in any of the documentation provided to you (in whatever form) or otherwise developed during the course of providing services to you.
7.3 Destruction of documentation
We will keep our file of papers (except for any of your papers which you ask to be returned to you) for no more than seven years and on the understanding that we have your authority to destroy the file seven years after sending you our final bill or upon the settlement of your Fees whichever is earlier. We will not destroy documents you ask us to deposit in safe custody. We may make a charge for retrieving stored papers or deeds in response to continuing or new instructions to act for you.
8. MONEY LAUNDERING
We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency (“NCA”) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence. The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes the acquisition, possession or involvement in arrangements for concealing the benefits of any activity that constitutes a criminal offence in the UK. This definition is very wide and would include (i) tax evasion through deliberate understatement of income or overstatement of expenses or stocks; or (ii) deliberate failure to inform the tax authorities of known underpayments.
We are obliged by law to report to NCA without your knowledge and consent and in fact we would commit the criminal offence of tipping off under section 333 of the Proceeds of Crime Act were we to inform you of any suspicions or that a report had been made. We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002.
9. ELECTRONIC COMMUNICATION
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch.
It may therefore be inappropriate to rely on advice contained in an email without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you.
If you do not agree to accept this risk, you should notify us in writing that email is not an acceptable means of communication. It is the responsibility of the recipient to carry out a virus check on any attachments received.
10. CONFLICTS
We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.
11. TERMINATION AND SURVIVAL
Subject to these terms and the terms of the Engagement Letter either party may terminate the engagement on 30 days’ written notice. The following clauses of these Standard Terms of Business shall survive expiry or termination of the services: clauses 1, 3, 4, 5, 7 and 10 to 18 (inclusive).
12. WHOLE AGREEMENT, VARIATION AND ASSIGNMENT
The Engagement Letter, Standard Terms of Business, together with any other documents or terms applicable to the services, constitutes the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us relating to the engagement.
It may be varied or superseded at any time by agreement in writing between us. Any such variation shall not affect any rights or obligations of either of us that may already have accrued unless otherwise specifically agreed. Neither of us may assign nor otherwise transfer the benefit of the Engagement Letter, Standard Terms of Business or any other documents or terms applicable to the services, without the prior express written consent of the other. We reserve the right to appoint agents or subcontractors to assist us in delivering the services to you provided we notify you before we make such an appointment.
13. WAIVER
No failure or delay by either party to enforce any provisions of the Engagement Letter, Standard Terms of Business or any other terms applicable to the services shall operate as a waiver of any right, nor shall any express waiver be effective unless the same is agreed and document in writing. An express waiver of any breach shall only operate as a waiver of the specific breach in question.
14. SEVERABILITY
Each clause or term of the Engagement Letter, Standard Terms of Business, or any other terms applicable to the services, constitutes a separate and independent provision. If any of the provisions are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.
15. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
Persons who are not party to this agreement, or are not referred to in the Engagement Letter, shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
This clause does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.
The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
16. NOTICES
Any notice to you or us shall be in writing and delivered by prepaid first class post (or prepaid overseas equivalent) to or left at our respective addresses appearing in the Engagement Letter (or such other address as may be notified in writing). Notices delivered by post shall be deemed to have arrived (i) where posted from and to addresses in the UK, on the second working day and, (ii) where posted from or to addresses overseas, on the tenth working day following the date of posting.
17. APPLICABLE LAW AND JURISDICTION
Our relationship is governed by English law. By instructing us, both we and you submit (i) to the nonexclusive jurisdiction of the English Courts in respect of any claims (including but not limited to non-contractual claims) brought by us; and (ii) to the exclusive jurisdiction of the English Courts in respect of any claims (including but not limited to noncontractual claims) brought against us.
18. REGULATED ACTIVITIES
If, during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not. This firm is not authorised by the Financial Conduct Authority.
19. PROFESSIONAL INDEMNITY INSURANCE
In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Simply Business, 6th Floor, Gresham Street, London, EC2V 7NG.