The purpose of this terms & conditions is to set out the basis on which we are to act as accountants of the company and the respective areas of responsibility of the company and ourselves.
- RESPONSIBILITY OF DIRECTORS
1.1 As directors of the above company, you are responsible for preparing financial statements which give a true and fair view and have been prepared in accordance with the Companies Act 2006. As directors you must not approve the financial statements unless you are satisfied that they give a true and fair view of the assets, liabilities, financial position and profit or loss of the company.
1.2 In preparing the financial statements, you are required to:
- Select suitable accounting policies and then apply them consistently;
- Make judgments and estimates that are reasonable and prudent; and
- Prepare the financial statements on the going concern basis unless it is inappropriate to presume the company will continue in business.
1.3 You are responsible for keeping adequate accounting records that set out with reasonable accuracy at any time the company’s financial position, and for ensuring that the financial statements comply with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice (UK GAAP) and with the Companies Act 2006.
- You are also responsible for such internal control as you determine is necessary to enable the preparation of financial statements that are free from material misstatement whether due to fraud or error.
- You are responsible for determining whether, in respect of each year, the company meets the conditions for exemption from an audit of the financial statements set out in section 477 (or 480) of the Act and for determining whether, in respect of each year, the exemption is not available for any of the reasons set out in sections 478 and 479.
1.6 You are responsible for ensuring that the assets of the company are safeguarded, and for establishing arrangements designed to deter fraudulent or other dishonest or irregular conduct, and detect any that occurs.
1.7 You are responsible for ensuring that the company complies with law and regulations applicable to its activities, and for establishing arrangements designed to prevent any non-compliance with law and regulations and to detect any that occur.
1.8 You have undertaken to make available to us, as and when required, all the company’s accounting records and related financial information, including minutes of management and shareholders’ meetings necessary for the compilation of the financial statements. You will make full disclosure to us of all relevant information that we need to do our work.
1.9 You have agreed to, where applicable:
- keep the records of receipts and payments;
- reconcile the bank balances with the bank statements;
- post and balance the purchase and sales ledgers;
- extract a detailed list of purchase and sales ledger balances;
- prepare details of the annual stock-taking, including a priced stock listing; and
- Prepare details of work-in-progress at the Balance Sheet date and make available to us the documents and other information from which the statement is compiled.
2 SCOPE OF ACCOUNTANT’S WORK
- You have asked us to assist you in the preparation of the financial statements in accordance with the requirements of the Companies Act 2006. We will compile the annual financial statements based on the accounting records maintained by you and the information and explanations given to us by you. We shall prepare draft annual financial statements for your approval. We shall plan our work on the basis that no report on the financial statements is required by statute or regulation for the year, unless you inform us in writing to the contrary. In carrying out our engagement we will make enquiries of management and undertake any procedures that we judge appropriate but are under no obligation to perform procedures that may be required for assurance engagements such as audits and reviews.
- You have advised us that the company is exempt from an audit of the financial statements. We will not carry out any work to determine whether or not the company is entitled to audit exemption. However, should our work indicate that the company is not entitled to the exemption; we will inform you of this.
- Our work as the compilers of the annual financial statements will not be an audit of the financial statements in accordance with International Standards on Auditing (UK & Ireland). Consequently, our work will not provide assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, other irregularities or error.
- Since we have not carried out an audit, nor confirmed in any way the accuracy or reasonableness of the accounting records maintained by the company, we are unable to provide assurance as to whether the financial statements we prepare from those records present a true and fair view.
- We have a professional responsibility not to allow our name to be associated with financial statements which may be misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the financial statements may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and / or additional disclosures that we consider appropriate. If an agreement cannot be reached and as a result we consider that the financial statements are misleading, we will withdraw from the engagement.
- We will advise you as to the adequacy of your records for preparation of the annual financial statements and make recommendations for improvements, which we consider necessary. We shall not be responsible if, as a result of you not taking our advice, you incur losses or penalties.
- We will use reasonable skill and care in the preparation of your financial statements but will not be responsible for errors arising from incorrect information supplied by you.
- We have a professional duty to compile financial statements, which conform to generally accepted accounting principles. Furthermore, the financial statements of a limited company are required to comply with the Companies Act 2006 and applicable accounting standards. Where we identify that the financial statements do not conform to accepted accounting principles, or if the accounting policies adopted are not immediately apparent, this will be made clear in our report, if it is not clear in the financial statements.
- As part of our normal procedures we may request you to provide written confirmation of any information or explanations given to us orally during the course of our work.
- FORM OF THE ACCOUNTANT’S REPORT
3.1 We shall report to the Board of Directors, with any modifications that we consider may be necessary, that in accordance with this engagement letter and in order to assist you to fulfil your responsibilities, that we have compiled, without carrying out an audit, the financial statements from the accounting records of the company and from the information and explanations supplied to us. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s Board of Directors as a body for our work or for this report.
4 LIMITATION OF LIABILITY
4.1 We will perform our engagement with reasonable skill and care. The total aggregate liability to the company and the Board of Directors, as a body, of whatever nature, whether in contract, tort or otherwise, of Dead Simple Accounting Ltd for any losses whatsoever and howsoever caused from or in any way connected with this engagement shall not exceed the amount we charge you per period of accounts.
5 AGREEMENT OF TERMS
5.1 Our engagement as Accountants will start with the company from the outstanding period end noted at Companies House. Note that if there is more than one period end to complete, we will charge extra.
- By clicking the applicable ‘I agree’ box on our form, you confirm to these terms.
ADDITIONAL TERMS OF BUSINESS
These Terms of Business (effective June 2016) set out the terms on which (“we”), Dead Simple Accounting Ltd, to act for your company, (“you”), and is effective from the date of your submission of information to us. We will communicate with the individual completing this form and submitting the company information, and trust that this individual has full and complete permission and authority to do so.
- PROFESSIONAL RULES AND PRACTICE GUIDELINES
- We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines. In particular you give us the authority to correct errors made by HM Revenue and Customs (“HMRC”) 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. Copies of these requirements are available for your inspection at our offices. The requirements are also available on the internet at www.icaew.com/en/members/regulations-standards-and-guidance.
2 CONFLICTS OF INTEREST, INDEPENDENCE AND CONFIDENTIALITY
2.1 You agree that we may reserve the right to act during this engagement for other clients whose interests are or may be adverse to yours, subject of course to the obligations of confidentiality referred to below. We confirm that we will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you. 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.
2.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent.
- If we become aware of a dispute between the parties who own or are in some way involved in the ownership and / or management of the entity, it should be noted that the addressee of our letter of engagement is our client, the company 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 for which we send correspondence for the attention of the management of the entity. If conflicting advice, information or instructions are received from different members of management, we will refer the matter back to those charged with governance of the entity and take no further action until they have agreed the action to be taken.
- 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 pronouncements (such as by our insurers, or part of an external peer review) applicable to our engagement. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
- We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above, we will not disclose any confidential information.
- You agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith think fit to preserve confidential information both during and after the termination of this engagement.
3 OTHER SERVICES
3.1 We will only assist with implementation of our advice if specifically instructed and agreed in writing.
3.2 The terms under which we provide our services are dealt with in a separate letter of engagement. We will also agree in a separate letter of engagement the provision of any services relating to investment business advice as defined by the Financial Services and Markets Act 2000.
4 QUALITY CONTROL
4.1 As part of our on-going commitment to providing a quality service, our files may be periodically subject to an independent quality control review. Our reviewers are highly experienced and professional people and, of course, are bound by the same requirements for confidentiality as our principals and staff.
5 DATA PROTECTION ACT 1998
5.1 To enable us to discharge our services, 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 data about the company or personal data about its officers and employees. You may have a right of access, under the data protection legislation, to the personal data that we hold about the company, its officers and employees. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Dead Simple Accounting Ltd.
6 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
6.1 A person who is 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.
6.2 The advice, which we give you, is for your sole use and does not constitute advice to any third party to whom you may communicate it unless we have expressly agreed in the letter of engagement that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the letter of engagement is not addressed for any aspect of our professional services or work that is made available to them.
7 LIMITATION OF LIABILITY
7.1 We will provide our professional services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or yours or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or any public sector body (such as HMRC).
7.2 You agree to hold harmless and indemnify us, our principals, subcontractors and staff, 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 staff personally.
7.3 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.
- 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.
8 APPLICABLE LAW
8.1 These Terms of Business, in conjunction with any additional letters of engagement shall be governed by, and construed in accordance with, English law. Each party agrees that the Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms of Business in conjunction with any letter of engagement 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.
9 FEES AND COMMISSIONS
9.1 In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
9.2 Insofar as we are permitted to do so 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.
9.3 If, for any reason it becomes necessary for us to withdraw from the engagement, our fees for work performed up to that date will be payable by the company.
10 THE BEST SERVICE
10.1 We wish to provide a high quality of service which is both efficient and effective at all times. If at any time you would like to discuss with us how our service to you could be improved or if you are concerned with the service which you are receiving please let us know by telephoning us.
10.2 We undertake to consider any comments carefully and promptly and to do all we can to explain the position to you. We undertake to do everything reasonable to resolve any problems and if you are still not satisfied you may, of course, take up matters with the Institute of Chartered Accountants in England and Wales.
Institute of Chartered Accountants in England and Wales
321 Avebury Boulevard
- RETENTION OF AND ACCESS TO RECORDS
11.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we will collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you following the completion of the assignment. Documents and records relevant to your affairs are required by law to generally be retained six years from the end of the accounting period.
11.2 Whilst certain documents may legally belong to you, 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 continued significance. If you require retention of any documents for any longer period, you must notify us of that fact in writing.
12 ELECTRONIC COMMUNICATION
12.1 Electronic communications are capable of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties 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. As electronic communication is not totally secure, we do not accept responsibility for any errors or problems that may arise through the use of electronic communications and all risk connected with sending sensitive information relating to your company are borne by you. If you do not agree to accept this risk (which will achieve greater efficiency and lower costs), you should notify us in writing that e-mail is not an acceptable means of communication, and we will communicate by paper mail, other than where electronic submission is mandatory.
12.2 It is the responsibility of the recipient to carry out a virus check on any e-mails and attachments received. However, we do use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through e-mails or electronic storage devices.
12.3 Any communication by us with you sent through the United Kingdom postal system is deemed to arrive at your postal address two working days after the day that the document was sent.
13 PROFESSIONAL INDEMNITY INSURANCE
13.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is AXA, policy number 550072535.
14 CLIENTS’ MONEY REGULATIONS
14.1 We may, from time to time, hold client money on your behalf. The 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 Association of Chartered Certified Accountants.
14.2 All client monies will be held in an interest-bearing account. 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 we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
14.3 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 whom they relate has remained untraced for five years or we as a firm cease to practice then we may pay those monies to a registered charity.
15 INTELLECTUAL PROPERTY RIGHTS
15.1 We will retain all copyright in any document prepared by us during the course of carrying out the engagement where the law specifically provides otherwise.
16 TERMINATION OF AGREEMENT
16.1 Each of us may terminate this agreement by giving not less than 21 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 or HMRC 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.
16.2 In the event of termination of this 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 the termination.
17.1 Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. This will also assist in ensuring an efficient handover between professional advisers. Should we have no contact with you for a period of one year or more we may issue to your last known address a disengagement letter and hence cease to act.
18.1 If any provision of our letter of engagement 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 letter of engagement or appendices, the relevant provision in the letter of engagement or schedules will take precedence.
19 FURTHER CONFIRMATIONS
19.1 You further confirm that the company does not:
- Need to be registered as dormant
- Require an audit (see see https://www.gov.uk/audit-exemptions-for-private-limited-companies)
19.2 You further confirm that the company:
- Has a balance sheet total of less than £316,000
- Has turnover of less than £632,000
- Has/had 10 or fewer employees throughout the accounting period
- Has no outstanding loans to participators
- Has no franked investment income
- Has not made any estimates
- Is registered in the UK
- Is not part of a group
- Is not in liquidation or receivership
- Is a private limited company, i.e. not a company limited by guarantee
- Is not an insurance company, investment company, credit union, or commercial property management company
19.3 You further confirm that the company does not need to report:
- Foreign currency transactions
- Adjustments to prior periods/years
- Financial instruments
- Costs of restructuring
- Called up share capital unpaid
- Share based payments
- Share premium transactions
- Income or expenditure from investment assets
- Contingent assets
- Research & development costs
- Income >£1,000 not from its main trade
- Non-trading income (other than interest received)
- Gross income from property of <£5,200
- Income from property where expenditure exceeds the income
- Complex loan relationships
- Leased cars