Terms & Conditions

TERMS & CONDITIONS

The following terms of business apply to all engagements accepted by BAND and all work is carried out under these terms except where changes are expressly agreed in writing.

• Applicable law

1. 1. 1. Our engagement letter, the schedules of services and our standard terms and conditions of business are governed by, and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it on any basis. 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. We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, which occur after the date on which the advice is given.

• Client identification and the prevention of money laundering 

1. 1. 1. As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
      2. We are also required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations to maintain customer due diligence procedures for all clients; maintain evidence of identification evidence and the work undertaken; and report, in accordance with the relevant legislation and regulations, to the national Crime Agency (NCA)
      3. Under the provisions of Part 7 of the Proceeds of Crime Act 2002, we will be required to make a report to the NCA where, in the course of our business, we know or suspect, or have reasonable grounds for knowing or suspecting that any client has, by whatever means, acquired criminal proceeds through conduct that constitutes an offence in the united kingdom, or would constitute an offence if committed there. It is not our practice to inform you when such a disclosure is made or the reason for it because of the restrictions imposed by the “tipping off” provisions of the legislation.

• Your responsibilities

1. 1. 1. Notwithstanding our duties and responsibilities in relation to our professional services, you shall retain responsibility and accountability for the management and operation of your business/affairs; deciding on your use of, or choosing to what extent you rely on, or implementing the advice or recommendations or other products of our professional services supplied by us; making any decision affecting our professional services, any product of our professional services, your interests or your affairs; or the delivery, achievement or realisation of any benefits directly or indirectly related to our professional services which require implementation by you.
      2. You accept all responsibility for the outcome of taking any advice from third parties even if we introduce them to you
      3. You undertake that during the course of this engagement and for 12 months thereafter you will not solicit or entice away (and will not assist anyone one else to do the same) any member of our staff with whom you have had dealings in the last 12 months prior to your approach; or employ such person or engage them in any way to provide services to you where such services are the same or materially the same as any services provided by BAND. In the event of a breach of this term of undertaking you will pay to us, on demand, a sum equivalent to 25% of the total annual remuneration package paid by us to that person prior to their departure. You acknowledge that this provision is a fair and reasonable term intended to be a genuine assessment of the likely loss to us.

• Clients’ money

1. 1. 1. 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 ICAEW’s Clients’ Money Regulations.
      2. To avoid excessive administration, interest will only be paid to you if 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.
      3. 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 practise, we may pay those monies to a registered charity.

• Commissions or other benefits

1. 1. In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. 
   2. If this happens, we will notify you in writing within a month of the amount and terms of payment and receipt of any such commissions or benefits. The same will apply if the payment is made to, or the transactions are arranged by one of our associates. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You agree that we or our associates, can retain the commission or other benefits without being liable to account to you for any such amounts.
   3. The following are examples of likely commissions that may be received and the likely amounts. These are examples only, and may not cover all receipts in the future.

Financial services businesses may pay us a variable commission on a one off or annual basis of between 0.55 and 1% of funds invested or up to 25% commission on protection advice 

1. If in the future, abnormally large commissions (for example more than double the largest amount in 5.3) are received which were not envisaged when the engagement letter was signed, we will obtain specific consent to the retention of those commissions.
2. In some circumstances we may pay or have paid commissions to third parties in respect of you becoming a client or in respect of transactions which we arrange for you.

• Confidentiality

1. 1. 1. Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement. 
      2. You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
      3. In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information. 
      4. You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
      5. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms. 
      6. If we use external or cloud based systems, we will ensure confidentiality of your information is maintained.
      7. This applies in addition to our obligations on data protection in section 8

• Conflicts of interest

1. 1. 1. We will inform you if we become aware of any conflict 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. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.
      2. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

• Data Protection  

1. 1. While undertaking work for you we will at times create, hold, work on or transmit client personal data. 
   2. At times we may be Data Controllers, or Data Processers and may even become Joint Data Controllers as defined under the data protection legislation
   3. We take our responsibilities under that legislation very seriously and comply with not only the General Data Protection Regulation ((EU) 2016/679); and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) but also all other applicable privacy and data protection legislation including any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time
   4. Details of our policies and procedures on this can be found at  https://weareband.co.uk/legal/data-protection/
   5. You shall only disclose client personal data to us where: 

1. you have provided the necessary information to the relevant data subjects regarding its use.
2. you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and 
3. you have complied with the necessary requirements under the data protection legislation to enable you to do so.

1. Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.

• Ethical and practice guidelines

1. 1. 1. Much of our work relates work undertaken by Accountants and while undertaking this we will observe the ethical guidelines of ICAEW including the ICAEWS’s Code of Ethics which can be found at www.icaew.com, and we accept instructions to act for you on the basis that we shall act in accordance with these guidelines.
      2. We will provide our professional services with reasonable care and skill. However we will not be held responsible for any losses arising by the supply by you or others of incorrect or incomplete information, or you or others failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
      3. You agree to hold harmless and indemnify us against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing in connection with this agreement.

• Electronic and other communication

1. 1. 1. Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties by email or other electronic means. The recipient is responsible for virus checking emails and any attachments.
      2. 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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or for communications which 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 bear 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 paper mail, other than when electronic submission is mandatory.
      3. Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day the document was sent.
      4. We may make available to you our portal which enables us to share with you data, documentation and materials, including making available a means for you to digitally sign documentation to be uploaded into the portal. Your use of the portal is subject to our license terms. You will be asked to approve these licence terms when you register with this service.. You agree that digital signatures shall only be applied by you or your authorized signatory. You further agree that on applying a digital signature to a document you are entering into a valid, enforceable and legally binding contract in respect of such digitally signed documentation.

• Fees and payment terms

1. 1. 1. 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 we provide, as well as the level of risk.
      2. 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 will be the case. Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour, VAT being charged thereon. Indicative hourly charge-out rates are available on request 
      3. If requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. 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. 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.
      4. 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 insurance cover you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
      5. Unless otherwise agreed we will bill monthly and our invoices will be due for payment within 14 days of issue. 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 for you, will be added to our invoices where appropriate unless otherwise agreed.
      6. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.
      7. It is our normal practice to ask clients to pay by direct debit.
      8. We reserve the right to charge interest on late paid invoices at the rate of 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 to cease to act for you, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so.
      9. 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.

• Help us to give you the best service

1. 1. 1. We are committed to providing you with a high quality service that is both efficient and effective. If, at any point 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 by contacting either your normal contact, or another director, at your local office. 
      2. We will consider carefully any complaint you may make about our service as soon as we receive it and do all we can to explain the position to you. We will acknowledge your letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.
      3. If your complaint is not dealt with to your satisfaction then please contact the Regional Managing Director or the Chairman, whose details are all available on our website.
      4. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW.

• Intellectual property rights and use of our name

1. 1. 1. We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.
      2. You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.

• Interpretation

If any provision of our engagement letter or terms of business is held to be void, 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 within a client

If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, 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 normal place of business for the attention of the owners. If conflicting advice, information or instructions are received from different directors/partners in the business, we will refer the matter back to the board of directors/ partnership] and take no further action until they have agreed the action to be taken.

• Investment advice 

Investment business is regulated by the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body, as we are not. 

• Lien

Insofar as we are permitted to so by law or by 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.

• 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 which 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.

• Period of engagement and termination 

1. 1. 1. Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.
      2. Unless otherwise agreed in our engagement letter each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party except if 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 that may have accrued to either of us before termination.
      3. We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.
      4. In the event of termination of our contract, 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 will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

• Professional rules and statutory obligations

We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW and will accept instructions to act for you on this basis. 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 online at icaew.com/en/membership/regulations-standards-and-guidance.

• Quality control

1. 1. 1. As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our team.
      2. When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit www.gov.uk/government/publications/your-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

• 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. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

• Retention of papers

1. 1. 1. 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 specifically requested. 
      2. Although certain documents may legally belong to you, we may 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 tell us if you wish us to keep any document for any longer period. 

• The Provision of Services Regulations 2009

Our professional indemnity insurer is CNA Insurance Company Limited, 20 Fenchurch Street, London, EC3M 3BY. The territorial coverage is worldwide, excluding professional business carried out from an office in the United States of America or Canada, and excludes any action for a claim brought in any court in the United States or Canada.

• Timing of our services 

If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

• Circumstances beyond your or our control

Neither of us shall be in breach of our contractual obligations nor shall either of us incur any contractual liability to the other if we or you are unable to comply with this Engagement Letter as a result of any cause beyond our or your reasonable control. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practical to notify the other, who shall have the option of suspending or terminating the operation of the Engagement Letter. 

• Third parties

If you breach any of your obligations under the Engagement Letter and there is any claim made or threatened against us by a third party, you shall compensate us and reimburse us for, and protect us from all loss, damage, expense or liability incurred by us which results from or arises from or is connected with any such breach and any claim.

• Artificial Intelligence (AI)

1. 1. We may use software programmes, Artificial Intelligence (‘AI’) and internal and external search engines in the performance by us of the services that we provide to you. In engaging with us, you consent to us doing so. We will not do so in a way that will breach any duties of confidentiality that we owe you and we will do so with reasonable skill and care and in accordance with the usual duties owed by professional accountants to their clients.

You accept and consent that our use as set out in this clause can extend to technological developments of AI, research purposes and benchmarking, so long as we do not breach our duties of confidentiality to you.

If you do not wish us to use AI in the services that we provide to you then please let us know immediately by contacting the individual in charge of your matter. Please note that refusing to permit our use of AI will almost inevitably give rise to an increase in the costs that we will charge for the work that we carry out.

1. In providing services to you, we may use software programmes to assist in the processing of your data. Such software includes but not limited to ChatGPT, Claude, etc. We are not liable for any shortfalls in the software that we use.
2. We are not responsible for any failure to deliver our services due to errors in transmission, internet outages, supplier infrastructure issues or any other failure that results in lack of availability of the software programmes or other online services required to enable us to provide you with the services we have agreed to perform. We are also not liable for any loss or corruption of data if you have breached the terms of any supplier of such software programmes (if you are provided with direct access to the programme).

• Agreement of terms 

1. 1. If any term in, or part of this Engagement Letter shall, in whole or in part be held to any extent to be unenforceable for any reason, then that term (or part of it) shall to that extent be deemed not to form part of the Engagement Letter. The enforceability of the remainder of the Engagement Letter shall not be affected by the unenforceability of that term or part.
   2. This Engagement letter, once signed, will remain effective until it is cancelled or superseded in writing. Where it proves necessary to amend the terms of this Engagement Letter a revised Engagement Letter will be sent incorporating the changes. The changes will be regarded as supplemental to this Engagement Letter and will on issue form an integral part thereof and will from the date of issue be effective until this Engagement Letter is cancelled or superseded in Writing.
   3. The continuing validity of this agreement will not be affected by any change in the principles or shareholders of BAND.