Terms and Conditions

GEORGE HAY PARTNERSHIP LLP Chartered Accountants

George Hay is the trading style of George Hay Partnership LLP

George Hay Partnership LLP is registered in England and Wales number OC373025

Registered Office: Brigham House, High Street, Biggleswade Bedfordshire SG18 0LD

A full list of members can be viewed at our registered office.

The term ‘Partner’ is used to refer to members’ representative of George Hay Partnership LLP. VAT Reg: GB 239 8127 39

Audit

George Hay Partnership LLP Chartered Accountants is registered to carry on audit work in the UK and Ireland and regulated for a range of investment business activities by the Institute of Chartered Accountants in England and Wales. The professional rules applicable for audit work are “Audit Regulations and Guidance” which can be found at www.icaew.com/auditnews and International Standards on Auditing (UK and Ireland) at www.frc.org.uk/publications/isa.cfm

Details about our audit registration can be viewed at www.auditregister.org.uk, under reference number C003135482.

Investment Advice

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.

Client Monies

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. Interest will be paid at the rate applied to the account by bank with whom the funds are deposited.

Fees

Our fees are computed on the basis of the time spent on your affairs by the Members representativesand 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.

Applicable Law

This engagement letter 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 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.

External Review

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.

Associated Companies

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.

Liability

The extent of our liability to you in respect of the services described within this 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 this 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.

Other Advisers

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 Regulations 2007 and the Proceeds of Crime Act 2002.  The provisions of the Act require the firm to report any suspicions of money laundering or the receipt of the proceeds of crime to the Serious Organised Crime Agency without reference to clients.  Under the terms of our engagement you are deemed aware of these provisions.

Data Protection Act 1998

We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is N J Willis FCA.

Electronic communication

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.

Professional Indemnity

In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our Professional Indemnity insurance is through Manchester Underwriting Management Limited with Lloyds Syndicate 2001. The address is Link House, St Mary’s Way, Chesham HP5 1HR. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.

Conflict of Interest

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 at www.icaew.com/membershandbook, section 3, sub-section 220.

Codes of Conduct

George Hay Partnership LLP Chartered Accountants is subject to the Code of Ethics of the Institute of Chartered Accountants in England & Wales which can be found at www.icaew.com/membershandbook, section 3.2.

For auditing codes of conduct they are subject to the APB Ethical Standards at www.frc.org.uk/apb/publications/ethical.cfm

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