Terms of Business

Withall & Co trades on its terms of business (as revised from time to time) and its supporting contractual documents (save as otherwise agreed with the clients) and clients should request a copy of the same for information on Withall & Co’s contractual terms.

In the event of any conflict between the contents of the pages of this website and the terms of Withall & Co’s contractual documents, including its terms of business, then the latter shall prevail.

1.1          Professional rules and practice guidelines

We will observe the Bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines.  Copies of these requirements are available for your inspection in our offices.

1.2          Client monies

We may, from time to time, 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 the Clients' Money Regulations of the Institute of Chartered Accountants in England and Wales.

All client monies will be held in an interest-bearing account.  In order to avoid an excessive amount of administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £25.00.  If the total sum of money held on your behalf is such that a material amount of interest would arise or would be likely to arise, then the money will be placed in a designated interest-bearing client bank account.  All interest earned on such money will be paid to you.  Subject to any tax legislation, interest will be paid gross.

1.3          Retention of records

During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following preparation of your accounts and tax return.  You should retain them for 6 years from the 31 January following the end of the accounting year.

Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we think may be of continuing significance.  You must tell us if you require retention of any document.

1.4          Conflicts of interest and independence

You agree that we may reserve the right to act during this engagement for other clients whose interests are or may be adverse to yours, subject to the clause below.  We confirm that we will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to the Company.

1.5          Confidentiality

We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to our engagement.

You agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith think fit to preserve confidential information both during and after termination of this engagement.

1.6          Data Protection Act 1998

For accounting and taxation services where the firm is acting as Data Controller.  To enable us to discharge the services agreed under this 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, use, process and disclose personal data about the business/partnership, its officers and employees.  We confirm when processing data on your behalf we will comply with the relevant provisions of the Data Protection Act 1998.

For accounting, taxation and payroll services where Withall and Co are acting as Data Processor:  To enable us to discharge the services agreed under this engagement, you acknowledge that in certain circumstances when processing personal data (including sensitive personal data) in line with your instructions and on your behalf, we will be acting as a Data Processor under the Data Protection Act 1998 (“the Act”).  In these circumstances you warrant that you have complied with, and will continue to comply with, your obligations as a Data Controller under the Act and agree to indemnify us against all costs, claims and losses for which we may become liable as a result of your failure to compy with your obligations as a Data Controller.

1.7         Money Laundering Regulations and related Regulations

1.8          Quality control

As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality control review.  Our reviewers are highly experienced and professional people and, of course, are bound by the same requirements for confidentiality as our proprietor and staff.

1.9          Help us give you the best service

We wish to provide a high quality of service at all times.  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 let us know by contacting Shirley Withall or Nicholas Withall.

We undertake to use reasonable endeavours to look into any complaint carefully and promptly and to do all we can to explain the position to you.  If we have given you a less than satisfactory service we undertake to do everything reasonable to put it right.  If you are still not satisfied you may of course refer the matter to our Institute.

1.10       Contracts (Rights of Third Parties) Act 1999

A person who is not a party to this Agreement shall have no right 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, which exists or is available otherwise than pursuant to that Act.

The advice, which we give 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.

1.11       Limitation of liability

1.11.1      You acknowledge that Withall and Co’s obligations and liabilities are exhaustively defined in this Addendum

1.11.2      We will provide our professional services outlined in this letter with reasonable care and skill.  However, we will not be liable for any losses, costs or expenses of any nature arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities.  We will also not be liable for any losses, costs or expenses arising directly or indirectly from any fraudulent or negligent act or omission on your part or by your directors partners, employees or agents.

1.11.3      Withall and Co shall not be liable for any indirect or consequential loss, expense or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the provision of professional services outlined in this Addendum and/or the Letter of Engagement.

1.11.4      Nothing in this clause excludes or limits our liability for death or personal injury caused by our negligence or by any of our employees.

1.11.5      Withall and Co’s liability for physical damage to property caused by our negligence or that of any of our employees shall be limited £1,550,000 in respect of any one incident or series of connected incidents.

1.11.6      In all other cases not falling within any other paragraph of this clause 7.11, our total liability, whether in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the provision of professional services outlined in this Addendum and the Letter of Engagement shall be limited to £1,550,000 or an amount equivalent to one year’s fees in the calendar year in which the liability arises (whichever shall be the lesser).

1.11.7      You agree to hold harmless and indemnify Withall and Co and/or its staff, against any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement or the services provided under it.  You agree that you will not bring any claim in connection with services provided to you by us against any of our employees on a personal basis.

1.11.8      Any claim which you believe you have against us must be notified in writing to us as soon as reasonably practicable after you become aware, or ought reasonably to have become aware, of the facts or circumstances giving rise to such claim (“the relevant date”).  Legal proceedings in relation to a claim may not be instituted later than 12 months after the relevant date.

1.12       Late Payment of our Fees

1.12.1      If you fail to pay our fees within 30 days from the date of the relevant invoice, we reserve the right:

·          to charge monthly interest on the amount unpaid at six percent (6%) above Barclays Bank Plc’s base rate in accordance with the Late Payment legislation.

·          to suspend the services and any other work which we are carrying out for you.

·          to take whatever legal remedies existing in order to obtain payment; and

·          claim all costs of recovering the debt.

1.12.2      If you consider the fees which we have charged to be unfair, you may within a period of 30 days from the date of the invoice complain in writing to us, specifying the cause of complaint.  If you do not make such complaint within 30 days of the date of the invoice, our rights specified in paragraph 7.12.1 above shall apply.

1.13       Applicable law

This engagement letter shall be governed by, and construed in accordance with, English law.  The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it.  Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in any inconvenient forum, or to claim that those Courts do not have jurisdiction.

1.14       Communicating with you

Email may be used to enable us to communicate with you.  As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery.  It is the responsibility of the recipient to carry out a virus check on attachments received.

Internet communications are capable of data corruption, 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 the Company are borne by you.  If you do not accept this risk, you should notify us in writing that email is not an acceptable means of communication.

 

Shirley Withall,  Sole Practitioner - practising as Withall and Co