Standard Terms of Business

All engagements that we accept are subject to the following Terms of Business unless changes are expressly agreed in writing.


1 Professional obligations

1.1 We are a member of the Association of Chartered Certified Accountants and in our conduct are subject to its Code of Ethics and Conduct which can be found at:

http://www.accaglobal.com/gb/en/member/standards/rules-and-standards/rulebook.html section 3

We will observe and act in accordance with the bye-laws and regulations of ACCA. We accept instructions to act for you on this basis.

1.2 Where we become aware of errors made by HM Revenue & Customs you give us authority to correct them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

1.3 As required by the Provision of Services Regulations 2009 (SI 2009/2999) details of the firm’s professional registrations are set out below:


Audit registration

We 
are registered as auditors by the Association of Chartered Certified Accountants in the UK and details of our registration can be found at www.auditregister.org.uk under registration number 3519908 or at https://www.acca-business.org/pls/ecommerce/edoml001.p_doba_first.

The professional rules applicable to our audit work in the UK are the International Standards on Auditing (UK) at 
www.frc.org.uk/Our-Work/Publications.aspx


In carrying out our audit work we are subject to the Code of Ethics and Conduct which can be found at http://www.accaglobal.com/gb/en/member/standards.html With respect to audit work we are also subject to the FRC Ethical Standard which can be found by searching for ‘Ethical Standard’ at www.frc.org.uk/Our-Work/Publications.aspx. These are available in English.


General practice registration

Crane & Johnston C&J Ltd are registered with the ACCA as chartered certified accountants and can be found on the register of members at:

https://www.acca-business.org/pls/ecommerce/edoml001.p_doba_first.


Provision of probate-type services

1.4 We are not licensed or authorised for the reserved legal activity of non-contentious probate. Consequently, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by the ICAEW Probate Compensation Scheme, this
service will not be covered by legal personal privilege and and you will not have access to the Legal Ombudsman.


Professional indemnity insurance

1.5 In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices.

1.6 If for any reason circumstances arise that may result in a claim to our professional indemnity insurers, you give us your permission to notify them.


2 Fees

2.1 Our fees are calculated on the basis of time spent on your affairs, the levels of skill and responsibility involved, the importance and value of the advice provided to you, and the level of risk. In addition we may charge disbursements of travel, accommodation and other expenses incurred in dealing with your affairs.

2.2 If it is necessary for us to carry out work that is outside the scope of the engagement currently in place with you, we will advise you of this in advance. Any additional work will result in additional fees being charged. We would therefore like to point out that it is in your interests to ensure that the information you provide us with is completed to the agreed stage.

2.3 If we give you an estimate of our fees for carrying out any specific work, then that estimate will not be contractually binding unless we have explicitly stated that will be the case.

2.4 If we agree a fixed fee with you for providing a specific range of services this will be the subject of a separate agreement. This agreement will set out the period which the fixed fee relates to and the services covered by it.


2.5 Where we have agreed that you will pay on an invoice rendered basis, invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. Any queries you have on our invoices must be notified to us within 21 days of receipt or we shall deem you to have accepted that payment is due.

2.6 Where we have agreed that you will pay us on a standing order basis, we will discuss with you separately the amount and frequency of payments. These standing orders will be applied to fees arising from work agreed in our letter of engagement for the current and ensuing years. Where a scheduled monthly payment is not made any fees invoiced to you that are outstanding at that time will immediately become due for payment in entirety.

2.7 You may have an insurance policy or membership of a trade or professional body that entitles you to assistance with payment of our fees in some situations. A particular example would be assistance with an investigation by HM Revenue & Customs. Unless you arranged the insurance through us then you will need to advise us of any such cover you have. Please note that you remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.


2.8 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. [We accept settlement of fees by certain credit cards.]

2.9 In the event that we cease to act for you then you agree to meet all reasonable costs of providing information to your new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.


3 Help us to give you the right service

3.1 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 Phil Lamerton or Neil Hallam.


3.2 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 Association of Chartered Certified Accountants.

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;
  • 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.

4 Commissions or other benefits


4.1 In some circumstances, commissions or other benefits may become payable to us or one of our associates in respect of transactions we or such associates arrange for you. If this happens we will notify you in writing of the amount and terms of payment. [The fees that would be otherwise payable by you will not be abated by such amounts. When we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission.] You  consent to such commission or other benefits being retained by us or, as the case may be, by
our associates, without our, or their, being liable to account to you for any such amounts.


5 Retention of and access to records

5.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your accounts and returns. You have a legal responsibility to retain these records. The law requires individuals, trustees and partnerships to keep records in relation to trading or rental income 6 years from the 31 January following the end of the tax year to which they relate. Other records should be kept for 22 months after the end of the tax year they relate to. Companies, Limited Liability Partnerships and other corporate entities are required to keep records for 6 years from the end of the accounting period.


5.2 While 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.

6 Conflicts of interest and independence


6.1 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. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you. 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 then we regret that we will be unable to provide further services.


6.2 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 and Conduct of the Association of Chartered Certified Accountants which can be viewed at 

http://www.accaglobal.com/gb/en/member/standards/rules-and-standards/rulebook.html section 3.


7 Confidentiality


7.1 Communication between us is confidential and we shall take all reasonable steps to keep your information confidential except where we are required to disclose it by law, by regulatory bodies, by our insurers or aspart of an external peer review. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. Any subcontractors we use will be bound by the same confidentiality requirements. 


8 Quality control


8.1 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.


9 Applicable law


9.1 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.


9.2 If any provision in these 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 provisions shall not in any way be affected or impaired.


10 Changes in the Law


10.1 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.


10.2 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.

11 Internet communication


11.1 Unless you tell us otherwise we will at times use email or other electronic means to communicate with you.


11.2 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.


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


12 Data Protection 


12.1 To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use,process and disclose personal data about you/your business/company/partnership/its shareholders/ members and employees as described in our privacy notice. We confirm when processing data on your be half that we will comply with the provisions of all relevant data protection legislation and regulation. 


12.2 You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.


12.3 Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements 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. 


12.4 Our privacy notice, explains how we process personal data in respect of the various services that we provide as set out below:


Privacy notice 

Crane & Johnston C&J Ltd takes the protection of your privacy very seriously. We will only use your personal information to deliver the services you have requested from us, and to meet our legal responsibilities.


How do we collect information from you?

We obtain information about you when you engage us to deliver our services and when you use our website, for example, when you contact us about our services.


What type of information do we collect from you?

The personal information we collect from you will vary depending on which services you engage us to deliver. The personal information we collect might include your name, address, telephone number, email address, your Unique Tax Reference (UTR) number, your National Insurance number, bank account details,your IP address, which pages you may have visited on our website and when you accessed them.


How is your information used?

In general terms, and depending on which services you engage us to deliver, as part of providing our agreed services we may use your information to:

  • contact you by post, email or telephone
  • verify your identity where this is required· understand your needs and how they may be met
  • maintain our records in accordance with applicable legal and regulatory obligations· process financial transactions
  • prevent and detect crime, fraud or corruption

We are required by legislation, other regulatory requirements and our insurers to retain your data where we have ceased to act for you. The period of retention required varies with the applicable legislation but is typically five or six years. To ensure compliance with all such requirements it is the policy of the firm to retain all data for a period of seven years from the end of the period concerned.


Who has access to your information?

We will not sell or rent your information to third parties.


We will not share your information with third parties for marketing purposes. 


Any staff with access to your information have a duty of confidentiality under the ethical  standards that this firm is required to follow.


Third Party Service Providers working on our behalf

We may pass your information to our third party service providers, agents, subcontractors and other associated organisations for the purposes of completing tasks and providing services to you on our behalf, for example to process payroll or basic bookkeeping. However, when we use third party service providers, we disclose only the personal information that is necessary to deliver the service and we have a contract in place that requires them to keep your information secure and not to use it for their own purposes. Please be assured that we will not release your information to third parties unless you have requested that we do so, or we are required to do so by law, for example, by a court order or for the purposes of prevention and detection of crime, fraud or corruption.


How you can access and update your information

Keeping your information up to date and accurate is important to us. We commit to regularly review and correct where necessary, the information that we hold about you. If any of your information changes,please email or write to us, or call us using the ‘Contact information’ noted below.


You have the right to ask for a copy of the information Crane & Johnston C&J Ltd holds about you.


Security precautions in place to protect the loss, misuse or alteration of your information

Whilst we strive to protect your personal information, we cannot guarantee the security of any information you transmitting us, and you do so at your own risk. 


Once we receive your information, we make our best effort to ensure its security on our systems. Where we have given, or where you have chosen, a password which enables you to access information, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.


Your data will usually be processed in our offices in the UK. However, to allow us to operate efficient digital processes, we sometimes need to store information in servers located outside the UK, but within the European Economic Area(EEA). We take the security of your data seriously and so all our systems have appropriate security in place that complies with all applicable legislative and regulatory requirements.


Your choices

We may occasionally contact you by post / email /telephone with details of any changes in legal and regulatory requirements or other developments that may be relevant to your affairs and, where applicable,how we may assist you further. If you do not wish to receive such information from us, please let us know by contacting us as indicated under ‘Contact information’ below.


Your rights

Access to your information: You have the right to request a copy of the personal information about you that we hold.


Correcting your information:  We want to make sure that your personal information is accurate, complete and up to date and you may ask us to correct any personal information about you that you believe does not meet these standards.


Deletion of your information: You have the right to ask us to delete personal information about you where:

  • you consider that we no longer require the information for the purposes for which it was obtained 
  • you have validly objected to our use of your personal information - see ‘Objecting to how we may use your information’ below
  • our use of your personal information is contrary to law or our other legal obligations
  • we are using your information with your consent and you have withdrawn your consent - see ‘withdrawing consent to use your information’ below.

Restricting how we may use your information:

In some cases, you may ask us to restrict how we use your personal information. This right might apply, for example, where we are checking the accuracy of personal information about you that we hold or assessing the validity of any objection you have made to our use of your information. The right might also apply where there is no longer a basis for using your personal information but you do not want us to delete the data. Where this right is validly exercised, we may only use the relevant personal information with your consent, for legal claims or where there are other public interest grounds to do so.


Objecting to how we may use your information: Where we use your personal information to perform tasks carried out in the public interest then, if you ask us to, we will stop using that personal information unless there are overriding legitimate grounds to continue. You have the right at any time to require us to stop using your personal information for direct marketing purposes.


Withdrawing consent to use your information:

Where we use your personal information with your consent you may withdraw that consent at any time and we will stop using your personal information for the purpose(s) for which consent was given. Please contact us in any of the ways set out in‘Contact information’ below if you wish to exercise any of these rights.


Changes to our privacy notice 

We keep this privacy notice under regular review.Paper copies of the privacy notice may also be obtained upon request. 


This privacy notice was last updated on May 2018.


Contact information

Crane &Johnston C&J Ltd

11 AlvertonTerrace 

Penzance

Cornwall

TR18 4JH


Complaints

We seek to resolve directly all complaints about how we handle your personal information but you also have the right to lodge a complaint with the Information Commissioner’s Office at:


Information Commissioner's Office

Wycliffe House

Water Lane

Wilmslow 

Cheshire

SK9 5AF

Telephone - 0303 123 1113(local rate) or 01625 545 745

Website: https://ico.org.uk/concerns


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 The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017


14.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 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.

14.2 The offence of money laundering 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.


14.3 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. Clearly these examples are by no means exhaustive.

14.4 We are obliged by law to report any instances of money laundering to NCA 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.

14.5 We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks.

15 General limitation of liability

15.1 We will provide services as outlined in this letter 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.

15.2 You will not hold us, the owners of this firm and any staff employed by the firm, 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 the principals or employees personally.


15.3 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.


16 Use of our name in statements or documents issued by you

16.1 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.


17 Draft/interim work

17.1 In the course of our providing services to you we may provide advice or reports or other work products in draft or interim form. However final written work products will always prevail over any draft or interim statements. Where you request it, we will provide up with written
confirmation of matters stated orally.


18 Advice

18.1 Advice we give you orally should not be relied upon unless we confirm it in writing. We endeavour to record all advice on important matters in writing. However if you particularly wish to rely upon oral advice we give you during a telephone conversation or a meeting, you must
ask for the advice to be confirmed in writing.

18.2 Unless specifically instructed and agreed in advance we will not assist with the implementation of our advice.


19 Intellectual property rights

19.1 The copyright in any document prepared by us belongs to us in entirety unless the law specifically provides otherwise.


20 Interpretation

20.1 If there is a conflict between the engagement letter and these terms of business then the engagement letter takes precedence.

20.2 If any provision of this engagement letter or terms of business or its application is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any
other provision and its application shall not in any way be affected or impaired.


21 Provision of cloud-based services

21.1 Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business i.e. our fees (2), Confidentiality (7), Internet Communication (11), Data Protection Act (12) and General Limitation of Liability(15).

21.2 The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.

21.3 The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them to help ensure that normal service is resumed as soon as possible.


22 Investment services

22.1 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 Association of Chartered Certified Accountants, 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.


22.2 We may therefore be able to:
  • advise you on investments generally, but not recommend a particular investment or type of investment;
  • refer you to a Permitted Third Party (PTP) (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 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; 
  • 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.

22.3 For corporate clients 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.

22.4 In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Certified Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.

Financial Promotions

22.5 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. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.


23 Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards.

23.1 Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013,
produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.

23.2 However, if requested to do so we can provide advice on the completion of the forms  supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice
on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.


Last revised July 2018

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Newquay Office
30/32 Trebarwith Crescent
Newquay
Cornwall
TR7 1DX
Tel: 01637 876 767

Penzance Office
11 Alverton Terrace
Penzance
Cornwall
TR18 4JH
Tel: 01736 366 433

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Acknowledgements to Bob Berry for allowing us to use his photographs
www.bbphoto.net
Name & Registered Office:
CRANE & JOHNSTON C&J LTD
Trading as Crane & Johnston
11 ALVERTON TERRACE
PENZANCE
CORNWALL
TR18 4JH
Company No. 09566690

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