Standard Terms & Conditions

Standard Terms of Business

The following standard terms of business apply to all engagements accepted by Dodd & Co Limited. All work carried out is subject to these terms except where changes are expressly agreed in writing.

1 . Professional obligations

1.1 Details of the firm’s professional registrations are displayed at our Carlisle and Penrith offices and are available on request. This information is also available on our website, www.doddaccountants.co.uk.

1.2 We will observe and act in accordance with the bye-laws and regulations of the Institute of Chartered Accountants in England and Wales together with their code of ethics. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue and Customs where 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.

2. Professional indemnity insurance

2.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of our professional indemnity insurer are displayed at our Carlisle and Penrith offices and are available on request. 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.

3. Investment services

3.1 Since we are not authorised by the Financial Conduct Authority then we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.

3.2 Such advice may include:

  • advise you on investments generally, but not recommend a particular investment or type of investment;
  • refer you to a Permitted Third Party (PTP) (for example, Dodd Murray Limited – an independent firm authorised by the FCA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with their own terms and conditions letter, will be remunerated separately for their services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000;
  • advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
  • advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
  • assist you in making arrangements for transactions in investments in certain circumstances; and
  • manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

3.3 Investment advice to our clients may be provided by Dodd Murray Limited who are regulated by the Financial Conduct Authority in respect of such advice. If you would like to details on the services they can provide please let us know and we can arrange for them to contact you. Clients actively taking advice from Dodd Murray Limited will be provided with a separate engagement letter from them.

The paragraphs below in italics apply to corporate clients only (and possibly directors).

3.4 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, valuations and methods of such valuations;

arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;

arrange for the issue of new shares; and

act as the addressee to receive confirmation of acceptance of offer documents etc.

3.5 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.

3.6 We are not authorised by the Financial Conduct Authority. However, we are included on the Register maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.

Financial promotions

3.7 To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances, but would only do so in our normal office hours of 8.30am to 5.30pm. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.

4. Commissions or other benefits

4.1 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. Where this happens we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits.

5. Client monies

5.1 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.

5.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by NatWest Bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

5.3 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, 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. Subject to any tax legislation, interest will be paid gross.

5.4 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 5 years and we have taken reasonable steps to trace you and return the monies.

6. Fees

6.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.

6.2 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.

6.3 Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. 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 inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

6.4 In some cases you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HM Revenue & Customs (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 that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

6.5 If it is necessary to carry out work outside the responsibilities outlined in this letter and attached schedules, we will advise you in advance. Any additional work will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records etc are completed to the agreed stage.

6.6 Invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice.

6.7 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order or by direct debit. These monthly payments will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be grateful if you would agree to pay an amount to us on a regular basis. Our accounts department will contact you in due course to arrange / agree your preferred method of payment.

6.8 We accept payment by cash or cheque or most major credit or debit cards. Payment can also be made by direct debit or standing order on terms agreed with us.

6.9 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.

The following paragraph in italics applies to corporate clients only.

6.10 As directors you guarantee to pay personally any fees (including disbursements) for services provided to the company that the company is unable to pay. This clause shall become effective in the event of an Administrator, receiver or liquidator being appointed to the company or the company otherwise being wound up, dissolved or ceasing to trade.

The following paragraph in italics applies to partnership clients only.

6.11 In the event that the partnership owes fees plus VAT to Dodd & Co Limited in relation to this appointment, the partners guarantee to pay said fees. In consideration of Dodd & Co Limited and at the request of the partners continuing their appointment as accountants and tax agents, the partners unconditionally guarantee and undertake to Dodd & Co Limited that they will duly and punctually pay all present, future and actual obligations in respect of the fees. The partners assert that they fully understand the nature and effect of their liabilities and obligations under this agreement and they acknowledge that they have been recommended to take legal advice and have been given the opportunity to take such advice.

The following paragraph in italics applies to trustees of trusts only.

6.12 In the event that the trust owes fees plus VAT to Dodd & Co Limited in relation to this appointment, the trustees guarantee to pay said fees. In consideration of Dodd & Co Limited and at the request of the trustees continuing their appointment as accountants and tax agents, the trustees unconditionally guarantee and undertake to Dodd & Co Limited that they will duly and punctually pay all present, future and actual obligations in respect of the fees. The trustees assert that they fully understand the nature and effect of their liabilities and obligations under this agreement and they acknowledge that they have been recommended to take legal advice and have been given the opportunity to take such advice.

6.13 In the event that this firm ceases to act in relation to your affairs you agree to meet all reasonable costs of providing information to new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

6.14 If for any reason it becomes necessary for us to withdraw from the engagement, our fees for work performed will be payable to Dodd & Co Limited.

6.15 If you have any queries regarding the amounts shown on any invoices we advise you to notify your usual contact at Dodd & Co Limited immediately. Any such queries must be raised within 30 days of the date of the invoice, after which time you will be deemed to have accepted the invoice.

7. Lien

7.1 Insofar as we are permitted by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

8. Retention of and access to records

8.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents on completion of our work. You should retain these records for 6 years from the 31 January following the end of the tax year to which they relate. You should retain them for longer if HMRC enquire into your tax return.

8.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.

9. Conflicts of interest and independence

9.1 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 9.2 below. 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.

9.2 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 as part of the Regulations and Guidance at www.icaew.com/regulations.

10. Confidentiality

10.1 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.

10.2 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.

11. Quality control

11.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

12. Help us to give you the right service

12.1 If at any time 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 Faye Armstrong at our Carlisle office.

12.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Institute of Chartered Accountants in England and Wales.

12.3 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 Letter and schedules. 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;
  • failure to pay our fees by the due dates;
  • either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

13. Internal disputes within a client

13.1 If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, 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 / proprietors. If conflicting advice, information or instructions are received from different individuals in the business we will refer the matter back to the directors / proprietors and take no further action until appropriate action is agreed by all parties.

14. Applicable law

14.1 This engagement letter is governed by, and construed in accordance with, English law. 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. Each party irrevocably waives any right it may have 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.

14.2 If any provision in this Standard Terms of Business or any associated 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.

15. Interpretation

15.1 If any provision of our engagement letter, schedules or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedule will take precedence.

16. Changes in the law

16.1 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 light of any change in the law or your circumstances.

16.2 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.

17. Electronic and other communication

17.1 Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
17.2 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 through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor 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 where electronic submission is mandatory.

17.3 It is the responsibility of the recipient to carry out a virus check on any attachments received.

18. Data Protection Act 1998

18.1 To enable us to discharge the services agreed under our engagement, 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, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998.

18.2 Sections 11 and 12 of the Data Protection Act 1998 place express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf. We therefore confirm that we will at all times comply with the requirements of the Data Protection Act 1998 when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.

19. Contracts (Rights of Third Parties) Act 1999

19.1 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.

19.2 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.

20. Intellectual property rights

20.1 We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

21. Client identification

21.1 As with other professional services firms, we are under stringent requirements to identify our clients for the purposes of anti-money laundering legislation. We are likely to request from you, and retain, some information and documentation for these purposes and/or to make searches of appropriate databases. If satisfactory evidence of your identity is not provided within a reasonable time, there may be circumstances in which we are not able to proceed with the appointment.

22. The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007

22.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

• Maintain identification procedures for clients and 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.

22.2 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.

22.3 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.

22.4 We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.

22.5 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.

23. General limitation of liability

23.1 We will provide services as outlined in this document and attachments with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us (or the tax authorities).

23.2 You will not hold us, our principals and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our principals or employees personally.

23.3 In the event that we find ourselves subject to a claim from another party arising out of this engagement (other than as a result of our own negligence or wilful default) any claim established against us and the costs we necessarily incur in defending it, would form part of the expenses we would look to recover from you.

23.4 You agree that you have fully considered the provisions of this section and all the other provisions of this document (including the General Terms and Conditions of Business) and that they are reasonable in the light of the factors relating to the Engagement.

23.5 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

24. Use of our name in statements or documents issued by you

24.1 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.

25. Reliance on advice

25.1 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 statement.

25.2 We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

26. Interpretation

26.1 If any provision of our engagement letter 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. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

27. Period of engagement and termination

27.1 Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.

27.2 Each of us may terminate our agreement by giving not less than 30 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

27.3 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 shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

28. Disengagement

28.1 Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of 12 months or more we may issue to your last known address a disengagement letter and hence cease to act.

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TERMS AND CONDITIONS

1. Definitions

In these Terms and Conditions

‘We’ means Dodd & Co Limited.
‘You’ means the person or company with whom the Contract is agreed.
‘Contract’ means the terms of engagement agreed between Dodd & Co Limited and you to which these terms and conditions relate.
‘Services’ means the services we agree to provide you with under the Contract.

2. Services

We shall provide Services as agreed with you and in doing so we shall observe the Ethical Guidelines issued by the Institute of Chartered Accountants in England and Wales.

3. Fees

We shall charge fees on the basis set out in our proposal or engagement letter or as otherwise agreed in writing.

From time to time we shall bill you for Services together with any applicable VAT.

We may from time to time render bills together with applicable VAT on account of or in advance of Services.

You agree to pay our fees within 30 days from the date of the invoice.

Payment of our fees from a bank based outside the UK must be made via transfer to our bankers and must quote our invoice details.

We will claim for relief for any fees falling within the scope of the VAT Regulations 1995 (SI 1995/2518).

4. Non-payment of fees

If you fail to pay our fees within 30 days from the date of the invoice we reserve the right:

– To charge monthly interest on the unpaid amount at 1%.
– To suspend the Services and any other work which we are carrying out for you.
– To take whatever legal remedy exists in order to obtain payment.
– To claim cost of debt recovery.

If you raise a complaint regarding our fees:
– We shall investigate it. If we agree with you we shall make an appropriate reduction in the amount invoiced and interest will not be charged on the amount of the reduction but may be charged on the balance.
– We shall still have the right to suspend the Services and any other work we are carrying out for you and to take whatever legal remedy exists in order to obtain payment.

5. Variation

Any variation to the Contract shall only be effective if it is agreed in writing between you and a member of Dodd & Co Limited.

6. Termination

In relation to services as auditor under any statutory provisions, you or we may terminate the Contract only in accordance with the provisions of the relevant Act or regulation. In relation to any other services, you or we may terminate the Contract at any time by giving not less than 30 days notice in writing.

7. English Law

The Contract is governed by English Law.

The above terms and conditions will apply unless changes are expressly agreed in writing.

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Nov 20

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What's the best thing about Dodd & Co? They are there when you need a question answering and, if not available, always return a call.  Nothing is too much trouble. Dodd & Co have been our accountants for many years and hopefully many more to come.  We have a wonderful relationship with Ian Brown & Bevan Osgood and if we speak to others they are always friendly and helpful or pass you to whoever can help.  We are not in the area, but this does not pose a problem with emails etc.  An excellent accountancy firm.
-- Janet Bowley