These standard Terms & Conditions are to be read in conjunction with the attached Letter of Engagement. In the unlikely event that the terms in the specific letter and the standard terms conflict then the terms set out in the specific letter take precedence. The term ‘Partner’ is used to refer to a member of the management board of George Hay Partnership LLP.
Although we are not authorised by the Financial Conduct Authority (FCA) to conduct Investment Business, we are licensed by the Institute of Chartered Accountants in England and Wales to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.
Such assistance may include the following:
- advising you on investments generally, but not recommending a particular investment or type of investment;
- referring you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA) and assisting you and the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. We may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission by the PTP at the time of the product recommendation and by ourselves when we receive the commission, except where it is commission on renewals. You authorise us to retain any commission we receive.
- advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;
- advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
- managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person;
We may also, on the understanding that the shares or other securities of the company are not publicly traded:
- advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
- arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
- arrange for the issue of the new shares; and
- act as the addressee to receive confirmation of acceptance of offer documents etc.
If you are dissatisfied in any way with our services described in this section, you should follow the procedures set out in the “Quality of Service” section below. 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.
We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
In order to avoid an excessive amount of administration, interest will only be paid to you where the money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you.
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 then we may pay those monies to a registered charity.
Our fees are computed on the basis of the time spent on your affairs by the Partners and our staff, and on the levels of skill and responsibility involved. A note of our fees will be raised at appropriate intervals during the course of the year and will be payable on demand, together with any VAT applicable. On full settlement a VAT invoice will be provided and you acknowledge that VAT cannot be reclaimed (if appropriate) until receipt of this invoice. We reserve the right to charge interest on overdue accounts at 2% per calendar month from the date of the initial demand. You authorise us to offset any outstanding demands against any funds held on your behalf in office or client accounts.
Where it is necessary for us to perform work outside the responsibilities set out in the earlier part of this letter, may we remind you that this will involve additional time being spent on your affairs and will therefore involve higher fees. Whilst we are happy to assist you in any way we can, we feel that you may wish to take particular care to ensure that your work has been correctly completed to a stage where we begin to provide service for you.
Cloud Accounting Software Fees
Where George Hay Partnership LLP are paying cloud accounting subscription fees on your behalf these will be disbursed to you (plus VAT if appropriate) as part of our normal fee invoices which will be raised at appropriate intervals. We reserve the right to invoice such subscription fees as a separate invoice. The payment terms for our fee invoices are detailed under “fees”. Where you decide to cancel any subscription or move to another adviser we require this to be communicated to us in writing with a notice period of at least 30 days, if the notice requirement is not met we reserve the right to recharge to you any additional subscription fees incurred by us.
The engagement letter and these terms and conditions shall be governed by, and construed in accordance with English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and these terms and conditions and any matter arising from it. Each party 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.
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.
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.
Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our insurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.
We may subcontract our work to other professionals within the sector. Any subcontractors are also bound by our client confidentiality terms.
From time to time our files are subject to review by third parties for regulation and training purposes but any such review will be subject to a confidentiality agreement.
In certain circumstances the partners may operate through other legal entities other than this limited liability partnership, such as a limited company. Such entities are under the control of the partners. You agree that we can disclose to these entities such information that we at our absolute discretion consider necessary to enable us to offer our best service to you.
Quality of Service
We aim to provide you with a fully satisfactory service and we will seek to ensure that this is so. If, however, you are unable to deal with any difficulty through the individual responsible for your affairs please contact our Compliance Partner or the Senior Partner. We undertake to look into any complaints promptly and to do what we can to resolve the position. If you are still not satisfied you may of course take up the matter with The Institute of Chartered Accountants in England and Wales by whom we are regulated. A contributory arbitration service is available through the Institute of Chartered Accountants in England and Wales.
The extent of our liability to you in respect of the services described within the Engagement Letter are capped at an amount of fifty times the fees received by us in respect of the services from which the liability arises.
In signing the Engagement Letter it is also agreed that:
- All aspects of the professional services are for your sole use and will not be made available to any third party without our prior written consent.
- In the event of any claim arising in respect of the professional services, you have agreed that the sum stated above represents the maximum total liability to you in respect of the firm, its partners and staff, consultants and agents. This maximum total liability includes any claims in respect of breaches of contract tort or otherwise in respect of the professional services and shall also include interest.
- Our work is not to be made available to third parties without our written permission and we accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
- We acknowledge that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its partners or employees.
- You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our employees on a personal basis.
From time to time we may be asked to carry out work by other professional advisers you engage. You agree that we may accept instructions on your behalf as if they were instructed by you directly.
Retention of Records
On completion of an assignment we will keep your files in a safe storage system, either manually or electronic. Correspondence between us will also be kept. Such information will be retained by us for a minimum of six years from when the assignment or correspondence was carried out, whilst you remain a client of the firm, or for three years once you cease to be a client. Any records or information no longer required by us will be securely disposed of.
Money Laundering Regulations
In accordance with other accountants and professional advisers, the firm is regulated and is therefore bound by the provisions of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (The Money Laundering Regulations) (MLR 2017 and the Proceeds of Crime Act 2002. The provisions of the Act require the firm to:
- have due diligence procedures for the identification of all clients;
- maintain appropriate records of evidence to support customer due diligence; and
- report any suspicions of money laundering or the receipt of the proceeds of crime to the National Crime Agency without reference to clients.
Under the terms of our engagement you are deemed aware of these provisions.
In this clause, the following definitions shall apply:
- ‘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;
- ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the 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;
- ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;
- ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
- ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
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.
You shall only disclose client personal data to us where:
- ii) 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
- iii) you have complied with the necessary requirements under the data protection legislation to enable you to do so.
Should you require any further details regarding our treatment of personal data, please contact our Senior Partner or email firstname.lastname@example.org.
We shall only process the client personal data:
- i) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
- ii) in order to comply with our legal or regulatory obligations; and
- iii) 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 www.georgehay.co.uk) contains further details as to how we may process client personal data. If you would like a hard copy of the firm’s privacy notice this can be supplied on request.
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 associated companies as defined above, our regulatory bodies or other third parties (for example, our professional advisers or service providers). We will only disclose client personal data to a third party provided that the transfer is undertaken in compliance with the data protection legislation.
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.
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:
- 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;
- 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
- 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.
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.
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication. It is the responsibility of the recipient to carry out a virus check on any attachments received.
Agreement of Terms
Once it has been agreed, the engagement letter and these terms and conditions will remain effective until they are replaced. The terms herein can only be varied in writing and must be signed by a partner. We shall be grateful if you could confirm in writing your agreement to these terms by signing and returning the enclosed engagement letter, or let us know if they are not in accordance with your understanding of our terms of engagement.