1. General
The scope of our work and our liability to you in respect of any engagement will be set out in an "Engagement Pack" or "Engagement Letter", which incorporate these terms.
Should any of the terms of our specific engagements as set out in the "Specific Service Appendices" or Engagement Letter conflict with these general terms, the terms in the Specific Service Appendices or Engagement Letter shall prevail over the General Terms and Conditions of Business.
2. Fees
Our basic fees are chargeable at a fixed rate per month with additional charges for ad hoc services, the fees for which are mainly computed on the basis of the time spent on your affairs by our staff, and on the levels of skill and responsibility involved. Unless otherwise agreed before work commences on each occasion, our fees for ad hoc services will be:
- charged separately for each of the main classes of work undertaken or may be combined; and
- billed on account as the work progresses with a final bill on completion;
Unless they are payable by standing order (or, as the case may be, direct debit) fees are payable within 30 days of the fee note. We reserve the right to charge interest for late payment at a rate of 8% above the base rate, calculated from 30 days after the date of the fee note.
If it becomes necessary for us to withdraw from the engagement for any reason our fees for work performed up to that date will still be payable by the Client.
It is our policy that new or additional work should not be started until any significant overdue fees have been settled.
3. Information provided by you
You will provide us with all necessary documentation and information required in order to enable us to supply the Services, as specified in any Specific Service Appendices or letter.
You confirm that the information so provided to us will be complete and accurate and you acknowledge that we may rely upon it.
For the purposes of carrying out our work, no department shall be treated as having notice of any information provided to another department unless both departments are advised by you.
4. Intellectual property rights
The Intellectual Property Rights in all materials provided to you, or otherwise generated during the course of carrying out the engagement, shall remain the property of Max Accountants Limited. No report, document or publication produced by us (in whatever form) may be reproduced, in whole or in part, without our prior written consent.
5. Confidentiality and publicity
We will keep confidential all information (whether provided orally, in written or in any other form) which you provide to us for the purposes of the Engagement, except as provided for in this section.
You will keep confidential any know-how, methodologies or technology used by us to carry out the Services.
We will obtain your permission in advance before publicising work undertaken on your behalf.
All reports, advice and/or other services (the "Services") provided by us to you are provided solely for use by you and for the specific purposes set out in any Specific Service Appendices or Engagement Letter. Save as expressly agreed to the contrary with us, they should not be disclosed or provided to any third party without our prior written consent. No responsibility is accepted by us for any consequences arising from any reliance upon our work by any person other than a person to whom our engagement pack or letter is addressed.
You agree that it will be sufficient compliance with our duty of confidentiality for us to take such steps as we in good faith think fit to preserve confidential information both during and after termination of any agreement between us.
The provisions in this section 5 restricting disclosure of confidential information shall not apply to any information which:
- is or becomes public knowledge other than as a consequence of breach of the Engagement Terms; or
- is already in the possession of the other party without restriction before the date of receipt from the disclosing party; or
- is required to be disclosed by any applicable law, regulatory authority or order of a court of competent jurisdiction or
enforceable request of any recognised stock exchange or other competent authority (including the Inland Revenue), provided
that such disclosure is limited to the minimum necessary to comply with such disclosure obligations.
6. Data protection
Unless the context otherwise requires, words and phrases in this section shall have the meanings given to them by European Directive 95/46/EC irrespective of the place of residence of any relevant individuals. During any Engagement we may process on your behalf any personal data you have provided to us. Any such processing shall be in accordance with, and subject to, your instructions except as described below. We shall ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we sub-contract any processing. Your instructions are taken to include the use by us, where appropriate, of independent contractors for data and file storage, back-up, destruction and the like. From time to time we may use the contact details you and your representatives provide to us to send invitations, marketing material, updates or other publications that we feel may be of interest and to organise associated events and business meetings.
Should any individual not wish to receive such marketing communications, they should notify their contact at Max Accountants Limited.
You agree that where necessary you will have obtained any appropriate consent from individuals in connection with the categories of processing described above before providing us with personal data. Any personal data supplied by us to you about our employees and/or third parties may only be used for the express purposes for which that information is provided to you.
7. Non-competition
Neither Max Accountants Limited nor the Client shall offer employment to any member of the other party's staff working on the engagement, nor shall either party use the services of any member of the other party's staff as a consultant, either independently or via a third party, for a period of 6 months following the end of the involvement by the individual concerned with any work pursuant to the Engagement.
8. Delay
We shall not be responsible for any delay to the performance of the Services, where such delay is caused by matters beyond our control (including but not limited to the Client's failure to provide, in a timely manner, the information referred to in clause 3 above).
9. Jurisdiction and governing law
The Engagement Terms and the Services provided pursuant to them shall be governed by and interpreted in accordance with English law.
We and the Client irrevocably agree that the Courts of England shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the Engagement Terms and/or the Services to which they relate.
10 .Complaints Procedure
We want to ensure that your affairs are handled in the most efficient way by the team responsible. If you become dissatisfied with any part of our service please tell us.
If you have a complaint about any aspect of our service which cannot be resolved to your satisfaction through the person usually responsible for your affairs, the circumstances of your complaint should be brought to the attention of Martin Hickman. Where Martin Hickman is your usual contact the complaint should be brought to the attention of Sarah Royle.
We undertake to look into any complaint you make carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction, you may take the matter up with the Chartered Institute of Management Accountants, which can be contacted at: The Helicon, One South Place, London, EC2M 2RB.
You agree that you will not take action or commence any proceedings against us without first addressing your complaint to us in accordance with our complaints procedure, details of which are given in this section.
11. Termination
The Engagement may be ended by either party as specified in this section.
In the event that either party is in material or persistent breach of any of the Engagement Terms the other party may terminate the agreement if, upon the expiry of 14 days after serving a written notice on the party in default specifying any such breach, steps have not been taken to remedy the breach to the satisfaction of the party not in default. In the event that either party compounds with or negotiates for any composition with its creditors or allows any judgments against it to remain unsatisfied for seven days or calls any meeting of its creditors or has a receiver of all or any of its assets appointed or enters into any liquidation.
Subject to the following, either party may give 21 days notice of termination to the other party in writing: We shall be entitled to charge, and be paid, for Services rendered pursuant to the Engagement Terms up to the date of termination, including expenses and disbursements reasonably incurred up to that time and the termination of the Engagement shall not operate to affect any provisions which either expressly (or by implication) survive such termination.
12. Our employees
Having regard to our interest in limiting the personal liability and exposure to litigation of our employees, you agree not to bring any claim of any kind against any of our employees personally in relation to the performance of the Services unless the claim arises from the fraud, dishonesty or illegal acts of our employees (but this will not exclude or limit the liability of Max Accountants Limited or its directors for the acts or omissions of its employees performed under our supervision or within the scope of the employees contract of employment with us). It is agreed that our employees shall have the right to enforce this clause pursuant to the Contracts (Rights of Third Parties) Act 1999 (or otherwise).
13. Electronic communications
During the performance of any Engagement, we may (unless you expressly ask us not to do so) communicate with you (and with others for the purposes of the Engagement), electronically. You accept that the electronic transmission of information cannot be guaranteed to be secure or free from error and it remains your responsibility to carry out virus checks of any attachments before launching any document (howsoever received).
14. Notices
Any notice to be given by any party in relation to the Engagement shall be in writing and sent by facsimile or by prepaid registered post and shall be deemed duly served when despatched (in the case of facsimile) or 48 hours after posting (in the case of prepaid registered post).
15. Assignment and sub-contracting
The Client shall not assign the whole or any part of the benefit or in any way transfer the obligations contained in the Engagement Terms, without obtaining the prior written consent of Max Accountants Limited. Max Accountants Limited shall not be entitled to sub-contract any of the Services without your prior consent.
16. Whole agreement
The Engagement Terms, together with any agreed written variations thereto, set out the entire agreement between the Client and Max Accountants Ltd and supersede all prior representations, agreements, negotiations or understandings, whether oral or in writing, other than any misrepresentation which is made fraudulently.
No person other than the parties to the Engagement Terms, their respective successors and assignees, shall have the right to enforce any of the Engagement Terms, pursuant to the Contracts (Rights of Third Parties) Act 1999 (or otherwise), except to the extent that the Engagement Terms expressly provide for such Act to apply to a particular term or terms.
17. Severability
Should any of the Engagement Terms (including these general terms) be declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.
18. Lien
Insofar as we are permitted to so 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 are paid in full.
19. 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.
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.
We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
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 applies equally to 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 which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
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 will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
20 .Money Laundering Regulations 2017
In common with other professional accountancy firms, we are required to identify our clients positively under the UK anti-money laundering legislation. We will request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. As a specific requirement of the Money Laundering Regulations we will require you to produce evidence of identity, such as a passport or driving license, and evidence of residence, such as a utility bill less than three months old. For limited companies, we will require a copy of the Certificate of Incorporation. By law, copies of such records must be maintained by us for a period of at least five years after we cease to act for your business. We may also retain personal data about you for longer than is required under Money Laundering legislation.
We are supervised under the above Regulations by the Chartered Institute of Management Accountants.
In accordance with the Proceeds of Crime Act 2002 and Money Laundering Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the Serious Organised Crime Agency (SOCA).
You also acknowledge that we are required to report directly to SOCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering. Under the provisions of the Proceeds of Crime Act 2002, you will not be informed if or when such a step has been taken.
21. Definitions
"Client", "your" or "you" means the person, firm or company to which the Services are provided.
"Engagement" means the agreement between the Client and Max Accountants Limited for the provision of the Services upon the Engagement Terms (or any written variation thereto agreed between the Client and Max Accountants Limited).
"Engagement Letter" means any letter which covers the detail of the services we are to provide and includes these General Terms and Conditions of Business as amended from time to time.
"Engagement Pack" means any Specific Service Appendix or set of Specific Service Appendices, and any covering letter, which set out the detail of the services we are to provide and includes these General Terms and Conditions of Business.
"Engagement Terms" means the terms contained (or referred to) in any Engagement Pack (of which these General Terms and Conditions of Business form part).
"Intellectual Property Rights" means patents, trademarks, design rights (whether registrable or otherwise), applications for any of these, copyrights, database rights, trade or business names and other similar rights or obligations whether registrable or not in any country.
The expressions "our", "we" or "us" in these General Terms and Conditions means Max Accountants Limited, its directors, staff and agents, and in all cases any successor or assignee. "Services" shall mean the reports, advice and/or other services to be provided by Max Accountants Limited pursuant to the Engagement (or any part of them) as described or referred to in our engagement pack.
"Department" refers to the various separate departments within Max Accountants Limited that offer different services.
"Specific Service Appendix" and "Specific Service Appendices" means the detailed appendix or appendices that set out the specific service(s) we are to offer as well the respective rights and responsibilities of both the Client and Max Accountants Limited. Those appendices should be read in conjunction with these General Terms and Conditions of Business and any covering letter accompanying them.