Your attention is particularly drawn to clauses 14, 15 and 16.
The following terms of business apply to all engagements accepted by Hatherleigh Limited (“we”, “us” or “our”). All work is carried out under these terms except where changes are expressly agreed in writing.
These terms of business explain who we are, how Services will be provided to you, how you or we may change, cancel or otherwise end the contract, what to do in the event of problems and other important information.
In some areas of these terms of business you will have different rights depending on whether you are a business customer or a consumer (as defined in the Consumer Rights Act 2015).
You are a consumer if you are an individual and you are buying services from us wholly or mainly for your personal use (i.e. not for use in connection with your trade, business, craft, or profession).
Terms in these terms of business that are specific only to consumers are found in clauses 16 , 23 and 30.1 . Terms specific only to business customers are found in clauses 15 and 30.3 . All other terms apply equally to consumers and business customers.
1.1. Hatherleigh Limited is a limited company registered in England and Wales under company number 11863181. Our registered office is Unit D Green Barn, West Down Farm, Corton Denham, Sherborne, Dorset, DT9 4LG..
1.2. To contact us by email, please email us at info@hatherleigh.co.uk. To contact us by post, please write to us at our registered office.
2.1 No part of our website constitutes a contractual offer capable of acceptance.
2.2 Our quotation emails, together with our engagement letter shall constitute a contractual offer by us to you. Your acceptance of our offer shall be indicated by you signing and returning our engagement letter at which point there shall be a legally binding contract between us and you. In the event that you do not sign and return our engagement letter but nevertheless instruct us to commence work, that instruction shall constitute a counter-offer, which we may, at our discretion, either accept by commencing work (at which point there shall be a legally binding contract between us and you ) or refuse by insisting that our engagement letter is signed and returned to us first (in which case there shall only be a legally binding contract between us and you when you sign and return our engagement letter).
2.3 In the event of any conflict between these terms of business, our engagement letter (and schedules) or any quotation emails, the priority of the documents shall be in accordance with the following sequence:
(a) these terms of business;
(b) our letter of engagement (including the schedules); and lastly
(c) our quotation emails.
3.1. We may alter these Terms of Business from time to time, for example to reflect changes in relevant laws and regulatory requirements.
4.1. We shall use all reasonable endeavours to meet any performance dates or other deadlines, but any such dates shall be estimates only and time shall not be of the essence for performance of the contract.
4.2. We reserve the right to amend the schedules of service attached to our letters of engagement to comply with any applicable laws or regulatory requirements, or if the amendment will not materially affect the nature or quality of the services. We shall notify you of any such changes in any event.
5.1. You shall:(a) co-operate with us in all matters relating to the services;
(b) provide us with access to such information, materials, documents and records that we reasonably require in order to
supply the services;
(c) ensure that such information is complete and accurate in all material respects; and
(d) do such acts that we require of you promptly and without delay to enable us to provide the services.
5.2. If performance of any of our obligations under the contract is prevented or delayed by any act or omission by you, or failure by you to perform any relevant obligation (“Default”):
(a) without limiting of affecting any other right or remedy available to us, we shall have the right to suspend performance of the
services until you remedy the Default, and we may rely on your Default to relieve us from the performance of any of our obligations affected by the Default.;
(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or
delay to perform any of our obligations; and
(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly
from the Default.
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. If this happens, we will notify you in writing 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, a person or business connected with ours. 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.
7.2. 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.
7.3. 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.
7.4. 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. 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. 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.
7.5. 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. 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.
7.6. You agree that 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. We will ensure confidentiality of your information is maintained on cloud based or external systems. The main cloud based system that we use, Xero, has its privacy policy outlined on its website which you should review in conjunction with our terms: https://www.xero.com/uk/about/terms/privacy.
7.8. We reserve the right, for promotion activity, training or for other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.
How we use any personal data you give us is set out in our Privacy
Notice
If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. If we have no contact with you for a period of two months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.
10.2. 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.
10.3. 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.10.1. 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.
11.1. 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.
11.2. 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. Our estimates are not intended to be fixed and are based only upon the information that you have provided up to the date the estimate was given. Our fees estimates will be calculated based on the estimated hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour plus VAT.
11.3. We may indicate a fixed fee for the provision of specific services or an indicative range of fees for an 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 becoming inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement.
11.4. 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.
11.5. Our accounting packages are billed monthly and our invoices will be due for payment within 30 days of issue. We are VAT registered and VAT is applicable on services. Any disbursements we incur on your behalf, and expenses incurred while carrying out our work for you, will be added to our invoices where appropriate.
11.6. 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.
11.7. If you are a business customer, you must pay all amounts due to us under these terms of business in full without set-off, counterclaim, deduction or withholding.
11.8. For our accounting packages we may ask clients to pay by monthly direct debit and periodically to adjust the monthly payment by reference to actual billings.
11.9. We reserve the right to charge interest on late paid invoices at the rate of 8% above the Bank of England base rate from time to time under the Late Payment of Commercial Debts (Interest) Act 1998. This interest shall accrue on a daily basis from the due date until the date of payment of the overdue amount plus any accrued interest. 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.
11.10 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.
11.11 If the rate of VAT changes between the commencement of our engagement and the date we supply the services, we will adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT.
We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause beyond our reasonable control. Examples include power failure, internet service provider failure, strikes, other industrial action by third parties, riots and civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (actual or threatened), acts of war, epidemic, pandemic, other natural disasters or any other event beyond our reasonable control.
13.1 This clause 15 will only apply if you are a business customer. Consumers should refer to clause 16.
13.2 Subject to clause 15.4, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit, loss of business, interruption to business, for loss of any business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and us.
13.3 Subject to clause 15.4, our total liability to you for all other losses arising out of or in connection with any contract between you and us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total sums paid by you for the services under the contract.
13.4 Nothing in these Terms of Business seeks to limit or exclude our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or for any other matter in respect of which liability cannot be excluded or restricted by law.
14.1 This clause 16 will only apply if you are a Consumer. Business Customers should refer to clause 15.
14.2 We will only be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of these Terms of Business or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of our breach or negligence or if it is contemplated by you and us when the contract is created. We will not be responsible for any loss or damage that is foreseeable.
14.3 We only provide services to consumers for personal matters. We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
14.4 Subject to clause 16.5, our total liability to you for all your other losses arising out of or in connection with any contract between you and us, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the total price paid by you for the services under this contract.
14.5 Nothing in these terms of business seek to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors), or for fraud or fraudulent
misrepresentation.
14.6 Nothing in these terms of business seek to exclude or limit your legal rights as a consumer.
15.1 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 us on info@hatherleigh.co.uk, or by telephone.
15.2 We undertake to consider any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW.
16.1 We will retain all intellectual property rights in or arising out of or in connection with the services.
16.2 Subject to payment in full of our fees, we grant to you, or shall procure to you the direct grant to you, of a fully paid-up, worldwide, royalty-free, non-exclusive licence to use and copy our materials produced by us for the purposes of providing the services.
16.3 You are not permitted to use our name in any statement or document you may issue without our prior written consent. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.
16.4 You grant to us a fully paid-up, worldwide, royalty-free licence to copy and modify any materials produced by you for the term of our contract for the purposes of providing the services to you.
In the case of corporate clients, 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, we will 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. If conflicting advice, information or instructions are received from different directors in the business, we will refer the matter back to the board of directors and take no further action until the board has agreed the action to be taken.
Investment business is regulated by the Financial Services and Markets Act 2000. If you need advice on investments, including
insurances, we will refer you to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body. We are not authorised to give investment advice.
In so far 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.
The contract is between you and us. It is not intended to benefit any other person or third party in any way, and no such person or party shall be entitled to enforce any provision of these terms of business. 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.
21.1 This clause 23 only applies if you are a consumer. If you are a business customer, this clause does not apply.
21.2 The Consumer Contracts Regulations 2013 give you the legal right to change your mind and cancel the contract within a 14 calendar days ‘cooling-off’ period. You may change your mind and terminate the contract within 14 days of returning a signed engagement letter to (or otherwise instructing us in writing to commence work).
22.1 Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter, or we receive clear instructions from you to commence work (which we have accepted). Except as stated in our engagement letter, we will not be responsible for any periods before the commencement of our engagement.
22.2 Each of us may terminate our agreement by giving not less than 30 days’ notice in writing to the other party.
22.3 If you fail to comply with your obligations set out in clause 7 and this is not corrected within 30 days of you being asked to do so, or we have reason to believe that you have provided us or HMRC with misleading information, we may terminate this agreement immediately. Our termination of the contract will be without prejudice to any rights that may have accrued to either of us before termination.
22.4 We reserve the right to terminate the engagement between us with immediate effect in the event of:
(a) your insolvency, bankruptcy or other arrangement being reached with creditors;
(b) there is a conflict of interest or change in the law which means we can no longer act; or
(c) failure by you to pay our fees by the due date for payment, and such fees remain outstanding 60 days later.
22.5 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.
22.6 On termination you shall immediately pay all outstanding invoices and interest, and in respect of services supplied but for which no invoice has been submitted, we shall
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. In particular you give us the authority to correct errors made by HMRC if we become aware of them. 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.
24.1 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 principals and staff.
24.2 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 ‘YourCharter’ for your dealings with HMRC, visitwww.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.
25.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During 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 requested.Documents and records relevant to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships:
a) with trading or rental income: five years and 10 months after the end of the tax year;
b) otherwise: 22 months after the end of the tax year. Companies, Limited Liability Partnerships and other corporate entities:
a) six years from the end of the accounting period.
25.2 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.
We are a firm that maintains professional indemnity insurance which is reviewed annually.
Our engagement letter, the schedules of services, any quotation emails 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.
28.1 We may transfer (assign) our obligations and rights under these terms of business, (and the contract) to a third party. If this occurs we will inform you in writing. We will ensure that your rights under these terms of business will not be affected. If you are a Consumer you may let us know if you are unhappy with the transfer to end the contract within 14 days of us telling you about it. You may not transfer (assign) your obligations and rights under these terms of business without our express written permission.
28.2 If any of the provisions of these terms if business are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that/those provisions shall be deemed severed from the remainder of these terms of business. The remainder of these terms of business shall be valid and enforceable.
28.3 If you are a business customer, these terms of business, our engagement letter and our quotation email constitute the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by us or on behalf of us which is set out in these terms of business, our engagement letter or quotation email, and that you shall have no claim for innocent or negligent misrepresentation (or negligent misstatement) based on any statement in this agreement.
