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Schedule of Payroll Services
Responsibilities and Scope for Payroll Services
- Recurring compliance work
1.1 We will prepare your UK payroll for each payroll period to meet UK employment tax requirements in relation to specifically:
- calculating the pay as you earn (PAYE) income tax deductions, including at the Scottish and Welsh rates of income tax, where applicable;
- calculating the employees’ national insurance contributions (NIC) deductions;
- calculating the employer’s NIC liabilities;
- calculating statutory payments, for example, statutory sick pay and/or statutory maternity pay;
- calculating reclaims of statutory payments, for example, maternity payments
- calculating employee and employer pension contributions for employees who are members of workplace pension schemes (including those who are auto-enrolled) on the basis of the information that you provide to us;
- processing any employee and employer pension contribution refunds through the payroll on the basis of the information that you provide to us;
- calculating other statutory and non-statutory deductions including employment allowance, apprenticeship levy; and
- submitting information online to HM Revenue and Customs (HMRC) under Real Time Information (RTI) for PAYE.
1.2 7 working days before the time of payment through the payroll or due date, we will prepare and submit to the online portal the following documents for delivering information to HMRC:
- payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals;
- Full Payment Submission (FPS) for taxable pay and benefits-in-kind and expenses processed through the payroll for each employee;
- a payslip for each employee; and
- a workplace pension contributions report showing;
- any employee and employer pension contributions payable in respect of each employee to the respective workplace pension scheme(s) of which they are members and the due date(s) for payment;
- any employee pension contribution refunds payable to any employee; and
- any employer pension contribution refunds due to you for any employee who has ceased membership of the scheme(s).
- Once you have approved these documents or, if no approval is given, then 48 hours later (“the Approval Date”), we will finalise the payroll and publish the final documents, including P45s and P32, and submit the FPS online to HMRC. Any FPS must normally reach HMRC on or before the contractual payday.
1.3 For each tax month we will prepare, if appropriate, an Employer Payment Summary (EPS) from the information and explanations that you provide to us.
1.4 If required, we will submit the EPS online to HMRC after the Approval Date. Any EPS must reach HMRC by the 19th of the month following the month to which it relates.
1.5 At the end of the tax year we will:
- prepare the final FPS (or EPS) and submit this to HMRC as the data will have been approved by you during the year. The due date for submitting the final FPS is on or before the last actual payday of the tax year. The final EPS for the year must reach HMRC by 19 April following the end of the tax year;
- prepare and send to you Form P60 for each employee on the payroll at the year-end so you can give them to employees by the statutory due date of 31 May following the end of the tax year;
1.6 We will submit national insurance number (NINO) verification requests as appropriate to verify or obtain a NINO for a new employee.
- Excluded, ad hoc and advisory work
2.1 The scope of our services provided to you will be only as set out above, and all other services which we may offer will be quoted separately.
2.2 Any enquiries from your employees regarding their pay or other payroll details will be referred back to you.
2.3 If you instruct us to do so, we will provide such other taxation, ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter at our option. Where appropriate, we will agree with you a separate fee for any such work you instruct us to undertake. Examples of such work that you may wish to instruct us to undertake include:
- work in connection with employee workplace pension schemes other than that detailed above, including helping with setting up and administering workplace pension schemes, including referring you to appropriate specialists where necessary;
- agreeing with you which employer-provided benefits-in-kind will be processed through the payroll and for which employees, processing through the payroll cash equivalent notional amounts on employee benefits-in-kind, notifying HMRC of in-year changes, advising you on the payment of associated Class 1A NIC, preparing and submitting return P11D(b) and notifications to employees;
- ensuring that all employees are paid at least the national living wage / notional minimum wage;
- helping you to ascertain whether you are eligible to claim employment allowance and/or allocate employment allowance across your multiple or associated/connected companies’ PAYE schemes
- preparing and submitting returns P11D and P11D(b) for employee benefits-in-kind and expenses and advising on the payment of associated Class 1A NIC (such work, if undertaken, is covered in a separate schedule of services);
- dealing with any compliance check or enquiry by HMRC into the payroll data submitted and corresponding with HMRC as necessary;
- preparing and submitting any amended returns or data for previous tax years;
- assisting you in the operation of the Construction Industry Scheme (CIS) for subcontractors;
- conducting PAYE, and benefits and expenses health checks;
- helping you to allocate apprenticeship levy allowance across your different PAYE schemes/group companies/connected charities; and
- advising on ad hoc transactions, for example, termination payments to employees.
2.4 If specialist advice is required, we may need to seek this from, or refer you to, appropriate specialists.
- Changes in the law, in practice or in public policy
3.1 We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law, practice, public policy or in your circumstances.
3.2 We will accept no liability for losses arising from changes in the law (or the interpretation thereof), practice or public policy that are first published after the date on which the advice is given.
- Your responsibilities
4.1 Even though you are engaging us to help you meet your payroll obligations, you are legally responsible for:
- ensuring that the data in your payroll submissions is correct and complete;
- complying with auto-enrolment obligations;
- making any submissions by the due date; and
- paying tax and NIC on time.
- Recurring compliance work
Failure to do any of the above may lead to penalties and/or interest.
4.2 Employers cannot delegate these legal responsibilities to others. You agree to check that submissions we have prepared for you are correct and complete before approving them.
4.3 You are no less responsible for errors in unapproved returns, submitted on the basis of the information provided to and processed by us, than if you had confirmed your approval of the returns.
4.4 To enable us to carry out our work, you agree:
- that all information required to be delivered online is submitted on the basis of full disclosure;
- to provide full information necessary for dealing with your payroll affairs and workplace pension scheme contributions and refunds; we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
- to agree with us the name(s) of the person(s) authorised by you to notify us of changes in employees and in rates of pay and other information relevant to the services provided under this schedule; we will process the changes only if notified by that/those individual(s);
- to advise us in writing of changes of payroll pay dates;
- to notify us at least 10 working days before the payroll pay date of all transactions or events which may need to be reflected in the payroll for the period, including details of:
- all new employees by completing our online form;
- for employees whose benefits-in-kind are being processed by us, their names, the identity of the benefits-in-kind, and the cash equivalent amounts to be included in payroll;
- for employees who are active pension scheme members, name of pension scheme, pensionable pay, employee and employer contribution rates, dates from/to which contributions and qualifying earnings payable;
- any apprentices;
- all changes to remuneration packages including benefits-in-kind to be processed by us;
- employee expenses which need to be included in payroll to account for either income tax or Class 1 NIC or both;
- expenses for each employee if the expense is to be reimbursed gross through payroll as an addition to net pay;
- information necessary to enable us to calculate statutory payments, i.e. statutory sick pay, statutory maternity pay, statutory adoption pay, statutory paternity pay, statutory shared parental pay, statutory parental bereavement pay;
- irregular and/or ad hoc payments and the dates to be paid; and
- all leavers, their annual salary before any salary sacrifices, how often paid, unworked notice period, contractual payment in lieu of notice (PILON), date of termination of employment, age, number of years’ service, the last payment prior to termination and when paid, the components parts of the termination package, including statutory redundancy pay, compensation for loss of office, any bonus payable on termination and any payments made after the leaving date.
- We will provide you with a template or online form for providing this information which must be used. We are not able to process information provided in hand-written or verbal form.
- If the deadlines above are impractical for you, please contact us to agree a month-end timetable, please note this may impact the amount charged;
- to confirm that you have reviewed your entitlement to the employment allowance and confirm that you wish us to make the legal declaration form on your behalf, indicating payroll name(s), PAYE scheme reference(s) and industry sector;
- to tell us the value of the apprenticeship levy allowance that is being allocated in the range £0 to £15,000 to each PAYE scheme – indicating Payroll name(s) and PAYE reference(s);
- to notify us within 10 working days of your receiving or becoming aware of any opt-out notices or any other requests to cease membership of a scheme, so that we can cease to calculate any relevant pension contributions and process any required refunds;
- to register with HMRC in advance of the tax year, to notify which benefits-in-kind are to be processed through the payroll for which employees (as agents, we cannot do this);
- to keep us informed of changes in circumstances that could affect the payroll. If you are unsure whether a change is material, please tell us so we can assess its significance;
- to authorise us to approach such third parties as may be appropriate, for information that we consider necessary to deal with your payroll;
- to approve:
- in-year FPS at least 5 working days before contractual pay dates so that they can be submitted on or before payday, or as agreed with us;
- revised year to date FPS for an earlier year within 10 working days of notifying you of the data therein.
- to approve:
- where applicable, we can process the Earlier Year Updates (EYU).
4.5 Forward on to us any notices that you receive in your PAYE online account.
4.6 We will forward to you and you will deal with any online secure messages sent to us by HMRC in respect of your payroll, for example, tax code number notifications, student loan repayment notices.
4.7 If the information required to complete the payroll services set out above is received later than the dates specified above or agreed with us, we will still endeavour to process the payroll and returns to meet the filing deadlines; but we will not be liable for any costs or other losses arising if the payroll is late or the returns are filed late in these circumstances. We may charge an additional fee for work carried out in a shorter time period.
4.8 If on reviewing the payroll data you realise you have made a mistake or admission in the data provided you should advise us immediately. If possible we will re-process the payroll and provide you with an updated set of reports for review although this will be dependant on us having the available resources and time to do so. This will be subject to an additional charge.
4.9 If you require us to make a correction after the FPS or EPS has been submitted, you will let us know as soon as possible and, ideally, before the next payroll run. This will be subject to a separate fee.
4.10 We will submit to HMRC your authority for us to act on your behalf. HMRC will treat this authority to correspond with us, in which case they will not correspond with you except to the extent that they are formally required to do so. However, this authority does not apply to all HMRC correspondence and, even when it does, sometimes HMRC overlook it.
You will forward to us any communications received from HMRC, in sufficient time to enable us to deal with them as may be necessary within the requisite time limits. Although HMRC has the authority to communicate with us when the appropriate procedures have been completed, it is essential that you let us have copies of any correspondence received, because HMRC are not obliged to send us copies of communications issued to you and, in most cases, will not do so. You should also keep a note of any telephone communication you have with HMRC’s tax credits helpline or DWP’s universal credits helpline, including the date and time of the call, and the name of the helpline operator(s).
Data Controller Terms of Service
These terms set out the basis on how we treat personal data received in the provision of services to you and our respective areas of responsibility.
1.1 In these terms the following definitions shall apply:
1.1.1 ‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
1.1.2 ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the UK GDPR and 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;
1.1.3 ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation
1.1.4 ‘UK GDPR’ means the Data Protection Act 2018 as amended by the Data Protection Regulation, Privacy and Electronic Communications (Amendments etc.) ((EU Exit Regulations 2019 which merge the previous requirements of the Data Protection Act with the requirements of the General Data Protection ((EU) 2016/679); and
1.1.5 ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
1.2 We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
1.3 You shall only disclose client personal data to us where:
1.3.1 you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at https://www.milstedlangdon.co.uk/privacy-policy/ for this purpose);
1.3.2 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
1.3.3 you have complied with the necessary requirements under the data protection legislation to enable you to do so.
1.4 Should you require any further details regarding our treatment of personal data, please contact our head of privacy.
1.5 We shall only process the client personal data:
1.5.1 in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
1.5.2 in order to comply with our legal or regulatory obligations; and
1.5.3 where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at https://www.milstedlangdon.co.uk/privacy-policy/ contains further details as to how we may process client personal data.
1.6 For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to members of our firm’s network MGI Worldwide, our regulatory bodies or other third service providers (for example, our affiliated financial services company, IT consultancy services, workplace pensions providers, cost management and bookkeeping, management accounts and accounts preparation services and other tax advisory providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation. You confirm by signing these terms that data held in connection with your affairs may leave the EEA.
1.7 We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.
1.8 We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.
1.9 In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
1.9.1 we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
1.9.2 we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
1.9.3 we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.
1.10 Upon the reasonable request of the other, we shall each cooperate 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.
Standard Terms of Business
1.1 These are the additional terms and conditions on and subject to which Milsted Langdon LLP will provide the services described in the attached letter of engagement which, together with this Appendix, comprises the ‘Engagement Letter’. This represents the entire understanding between the parties in respect of our engagement.
1.2 Any reference in this Engagement Letter to a statute or rules or regulations shall include a reference thereto as the same may have been, or may from time to time be, amended, modified or re-enacted.
1.3 Where there is any conflict between the express terms of the attached letter and this Appendix, the provisions of the attached letter will prevail.
1.4 This Engagement Letter may not be amended or modified except with the approval of each of the parties in writing.
1.5 If we have commenced the provision of services (for example by gathering information or providing preliminary advice) prior to you receiving a letter of engagement or these terms of business, then notwithstanding that the contract is made after the provision of such services, it shall be deemed to apply retrospectively from the commencement of such services.
2 Client identification
2.1 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.
2.2 If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.
2.3 Any personal data received from you to comply with our obligations under the Money Laundering, Terror Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR2017, or we have the consent of the data subject to the proposed use of the data.
3 Professional rules and practice guidelines
3.1 We will observe the byelaws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales including Professional Conduct in Relation to Taxation and accept instructions to provide services to you on the basis that we will act in accordance with them. In particular, you give us authority to correct errors made by HM Revenue and Customs where we become aware of them. Copies of these requirements are available for inspection at our offices. The requirements are also available on the internet at www.icaew.com/en/members/regulations-standards-and-guidance. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. We confirm that we are Registered Auditors eligible to conduct audits under the Companies Act 2006.
3.2 When dealing with HM Revenue and Customs (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, see https://www.gov.uk/government/publications/hmrc-charter/the-hmrc-charter. To the best of our abilities we will ensure that HM RC meet their side of the Charter in their dealings with you.
3.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated engagement letters. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:
- your insolvency, bankruptcy or other arrangement being reached with creditors;
- either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.
4.1 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 statements relevant to our engagement.
4.2 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 have taken in respect of the confidentiality of our own information.
4.3 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.
4.4 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.
4.5 We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by confidentiality terms equivalent to an employee.
4.6 Where appropriate, if we use external or cloud based systems, we will ensure confidentiality of your information is maintained.
4.7 We reserve the right, for the purpose of promotional activity, training or for other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.
4.8 As part of our ongoing commitment to providing a quality service, an independent regulatory body and a quality control body periodically review our files. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff.
5 Conflicts of interest and independence
5.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to paragraph 3.1. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you 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. Where 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.
5.2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the code of ethics of The Institute of Chartered Accountants in England and Wales which can be viewed on the internet at www.icaew.com/en/members/regulations-standards-and-guidance/ethics
6 Investment advice
6.1 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. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services where these are complementary to, or arise out of, the professional services we are providing to you. Such services may include, but are not limited to:
- advice on the sale or purchase of shares which are not admitted to dealing on any exchange (e.g. unlisted company shares);
- advice on the sale (but not purchase) of shares which are admitted to dealing, or to be admitted to dealing, on any exchange (e.g. listed company shares);
- arranging the purchase of shares;
- explaining, evaluating and agreeing or disagreeing with advice given by a third party (including that given by independent financial advisors and mortgage brokers);
- advice on contracts of general insurance;
- (e) assistance with insurance claims handling;
- introducing you to an independent financial advisor for pensions advice; and
- introducing you to an insurance broker for general insurance advice.
6.2 In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.
6.3 We may give advice to you by telephone or in writing. Unless specifically requested, we shall not go into the basis on which any judgment leading to advice was made.
6.4 There may be occasions when we will need to contact you without your express invitation. For example, it may be in your interest to buy or sell a particular investment and we wish to be able to inform you of that fact. We may therefore contact you in such circumstances. We would, however, do so only between 8 am and 7 pm on weekdays. We shall, of course, comply with any other restrictions you may wish to impose which you notify to us in writing.
6.5 In order to provide you with the best possible service and advice we may from time to time liaise with Milsted Langdon Financial Services Limited.
7 Third Parties
If we have to engage other professionals or advisers on your behalf, such as a solicitor or barrister, whether in the UK or introduce you to a third party for you to contract with directly. We cannot be responsible for any act or omission of such professionals, advisers or third parties unless otherwise agreed in writing.
8 Commissions and other benefits
8.1 In some circumstances, commissions or other benefits may become payable to us, or to one of our associates, in respect of transactions we, or such associates, arrange for you.
8.2 Where this happens, w you will be notified in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fees that would otherwise be payable by you, as described above, will not be abated by such amounts. You consent to such commissions, or other benefits, being retained by us or, as the case may be, by our associates, without us, or them, being liable to account to you for any such amounts.
8.3 The table below details example commission that may be received by us, or our associates, and the likely amounts. These are examples only and may not cover all receipts in the future.
|Provided Service||Basis of Commission||Rate of Commission||Frequency|
|Vehicle Leasing||Fixed||£50 – £200||One off|
8.4 if in the future, where abnormally large commissions are received which were not envisaged when the engagement letter was signed, we will obtain specific consent to the retention of those commissions.
9 Clients’ money regulations
9.1 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 the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
9.2 To avoid excessive administration, interest will not be paid on the balances held on your behalf. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
9.3 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies, we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.
10 Retention of and access to records
10.1 You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will return any original documents to you if requested.
10.2 When we cease to act for you, we will seek to address the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately. Documents and records relevant to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships:
– with trading or rental income: five years and 10 months after the end of the tax year;
– otherwise: 22 months after the end of the tax year.
– Companies, LLPs and other corporate entities:
– six years from the end of the accounting period.
You should retain documents that are sent to you by us as set out in the privacy notice, which should be read alongside these terms and conditions.
10.3 Whilst certain documents may legally belong to you, unless you tell us not to, we may destroy correspondence and other papers that are more than seven years old. You must tell us if you wish us to keep any document for any longer period.
11 Data Protection
We are committed to ensuring the protection of the privacy and security of any personal data which we process. Where enclosed with these terms, you are asked to sign the attached Data Controller Terms of Business (and on occasions, Data Processor Terms of Business) which detail how we treat personal data received by us in the provision of our services during our engagement with you.
12 Proceeds of Crime Act 2002 and Money Laundering Regulations 2017
12.1 In common with all accountancy and legal practices, we are required by The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:
- maintain identification procedures for clients and the beneficial owners of clients;
- maintain records of identification evidence and the work undertaken for the client; and
- report, in accordance with the relevant legislation and regulations.
12.2 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 another person is 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.
12.3 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include such crimes as: deliberate tax evasion; deliberate failure to inform the tax authorities of known underpayments or excessive repayments; fraudulent claiming of benefits or grants; or obtaining a contract through bribery. This list is by no means exhaustive.
12.4 We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.
12.5 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 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.
13 Contracts (Rights of Third Parties) Act 1999
13.1 Persons who are not party to this agreement 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 which exists or is available otherwise than pursuant to that Act.
13.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
14 Applicable law
14.1 Our engagement 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 our engagement letter and terms o f business and any matter arising from or under them. Each part y irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
14.2 If any provision in these terms or the attached engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provision shall not in any way be affected or impaired.
If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
16 Electronic and other communications
16.1 We may communicate with you and third parties by email. As with other means of delivery, this carries with it the risk of inadvertent misdirection or non-delivery. The recipient is responsible for carrying out a virus check on email attachments.
16.2 Internet communications may be corrupted, and we accept no responsibility for changes to such communications after their dispatch. It may therefore be advisable to obtain written confirmation of advice provided by email. We do not accept responsibility for any errors or problems that may arise through the use of the Internet and you must accept all risks connected with sending commercially sensitive information relating to you or your business in this way. If you are not able to accept this risk, please notify us in writing that email communication is not acceptable to you.
16.3 Our preferred means of communication for more sensitive documents such as tax returns, accounts and similar is via a client portal or, in certain cases, by password protected emails. If you choose not to use such means of delivery, then you accept that the communication may be less secure with consequences for the protection of personal and commercially sensitive data as outlined above.
16.4 Any communication by us with you, sent through the post or DX system is deemed to arrive at your postal address two working days after the day the document was sent.
17 Intellectual property rights
17.1 We will retain all copyright in any document prepared by us during the course of carrying out the engagement except where the law specifically provides otherwise.
18 Internal disputes within a client
Where applicable, 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 directors/partners/trustees. If conflicting advice, information or instructions are received from different directors/partners/trustees in the business, we will refer the matter back to the board of directors/partnership and take no further action until confirmation is received, agreeing the action to be taken.
Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession, both physical and electronic, relating to all engagements for you until all outstanding fees and disbursements are paid in full.
20 Professional Indemnity Insurance
The name and contact details of our professional indemnity insurance providers and the territorial coverage of the policy are detailed on our website at http://www.milsted-langdon.co.uk/terms-and-conditions.
21 Changes in the law
21.1 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 the light of any change in the law or your circumstances.
21.2 We will accept no liability for losses arising from changes in the law or the interpretation thereof that occur after the date on which the advice is given.
22 Use of our name in statements or documents issued by you
You are not permitted to use our name in any statement or document that 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.
23 Draft/interim work or oral advice
In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form, or orally. However, final written work products will always prevail over any draft, interim or oral statements. When you request it, we will provide you with written confirmation of matters stated orally. Advice is valid as at the date it was given.
If any provision of our engagement letters or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in any way
25.1 Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility required to deal with your affairs and the importance and value of the advice that we provide, as well as the level of risk.
25.2 If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
25.3 Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. 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.
25.4 Where a fee is agreed for the services provided, this fee may be adjusted subsequently to reflect any increases in RPI or similar indexes, and where this is the case agreement to the increase will be deemed as accepted by the client.
26.5 It is our normal practice to issue requests for payment when dealing with continuous or recurring work. The payment terms for requests for payments are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment.
25.6 Where we complete non-compliance and/or non-recurring work, we will submit to you a request for payment on a quarterly basis or earlier.
25.7 In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your taxation affairs by HMRC. Assistance may be provided through Tax Investigation Services you hold or via membership to a professional or trade body. Other than where such service was arranged through us, you will need to advise us of any such service that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your service provider.
25.8 Unless otherwise agreed, our fees will be charged separately for each of the main classes detailed within the provided schedules of services, will be billed at appropriate intervals, together with disbursements, and will be due on issue of a request for payment. Without prejudice to our statutory rights, we reserve the right to accrue interest from the date of the request for payment at the rate payable under the terms of The Late Payment of Commercial Debts Regulations 2013 on any balances remaining unpaid after 30 days from the date of our request for payment.
25.9 We request that clients establish a direct debit mandate to ensure prompt payment of our fees. These are generally due 30 days from date of invoice and notification of settlement of our fees will be provided before the direct debit is drawn down. We may also accept payment of our fees within our normal terms of 30 days by cheque, direct bank credit, debit or credit card. We are happy to discuss arrangements if you wish to pay by a regular standing order or similar arrangements by direct debit.
25.10 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.
25.11 The personal affairs of directors and proprietary companies owned by them are of necessity inextricably linked. In recognition of this and as part of our standard terms of trade, we seek a guarantee from directors for our fees, although these will be invoiced in the first instance to the company. This guarantee is attached unless specific alternative arrangements have been agreed or because these do not apply to you as you are not a company or director. This is a separate contract to the engagement letter, and you may wish to take legal advice before signing it.
25.12 The terms of this letter also represent an authority to relevant third parties to disclose such information as is required about the company’s or director’s affairs for us to implement the terms of our engagement laid out in our letter of engagement.
25.13 In dealing with clients’ affairs our staff may build up a close working relationship with the company and its director(s). If a client offers employment to a member of staff, a fee of 25% of initial salary will be payable to us by way of a recruitment fee.
25.14 In the event that this firm ceases to act in relation to your affairs, we reserve the right to charge you for the reasonable costs of providing information to your new advisers where a significant amount of work is involved.