Terms and Conditions v1.3 22.2.24

Fees

• Our all-inclusive monthly fee is a subscription for the services required by you whilst you are a client. If you stop being a client of ours or cease to pay your subscription then all services will stop. For example if you leave after the year end but before we have prepared your year end accounts and tax returns, you will have to engage a new accountant to prepare these items and you will not be entitled to any refund of fees.
• In the event that this firm ceases to act in relation your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisors. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.
• Where a fixed fee has not been agreed in advance you agree that fees will be calculated with reference to the quoted hourly rate.
• Payment terms for all invoices are on presentation of invoice and we reserve the right to levy administrative fees and interest at our prevailing rate should you not pay invoices on time.
• Fees are collected monthly by direct debit. Unpaid fees (regardless of whether relating to subscription services or any other services provided) will result in total suspension of service, which in turn may lead to late filing penalties being charged by Companies House and HMRC. All such fees remain your responsibility.
• Where information is provided to us late (after the 15th of the following month) or where a revised set of accounts or VAT return is required due to missing information not provided to us. We may charge an additional fee for the additional processing we have to undertake.
• Fees paid in advance are non refundable.
• A 1 month set-up fee and cancellation fee applies.

Retention of and access to records

• During the course of our work we will collect information from you and others acting on your behalf. It is our policy to scan and shred documents and retain an electronic copy, but will provide a copy to you if requested in advance.
• You should retain original and electronic records for 6 years from the 31 January following the end of the tax year. You should retain them for longer if HM Revenue and Customs enquire into your tax return.
• Due to our limited storage space, any records which we hold for you which we no longer require will be securely destroyed if you fail to collect these when advised they are ready for collection.

Confidentiality

• 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.

Quality control

• 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.

Applicable law

• This agreement 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.
• If any provision in this agreement, 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.

Internet communication and remote computer access

• 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.
• Where electronic signature is used this signature will be taken to be legally binding.
• We may from time to time request remote access to your system in order to assist you. Whilst we will take all reasonable precautions before, during and after any remote access session, we take no responsibility from any loss caused by us accessing your system and therefore you allow us to do this at your own risk.
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Data Protection Act 1998 and General Data Protection Regulations

• 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. Please see our privacy policy for additional information.
• We use carefully vetted and selected 3rd parties to store and process some or all of your data to assist us with the discharge of our services to you. These 3rd parties may or may not be within the UK or EU or may store your data outside of the UK and EU.
• Please note that upon cessation of our service any data held by 3rd parties may no longer be available to you, either in the format you might wish to receive the data, or at all. We therefore require clients to inform us prior to cessation of our services that they wish to retain data and in what format they wish to have that data returned or made accessible. We will provide the data in the requested format if available, we may charge a fee for this service.
• We will share your data with other companies within our group of companies.
• You may opt out of receiving marketing information from us by ceasing to be a client of ours.
• You may request all information we hold on you is removed from our systems, however we will no longer be able to act for you after this request is processed, and we will comply with your request to the extent that we are permitted under other legislation, such as anti money laundering and records retention polices dictated by HMRC and the ICAEW.
• If you are unhappy with our handling or holding of your data, you are able to make a complaint to us, the ICAEW or the ICO.

Contracts (Rights of Third Parties) Act 1999

• Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
• The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

General limitation of liability

• We will provide services as outlined in this agreement 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 howsoever caused. It remains your responsibility to ensure that all returns and information are submitted on time and accurately to all agencies.
• We will not be responsible for any service, whether included in your fee or not, unless you have specifically asked for us to take responsibility for it.
• You will not hold us, our director(s) 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 partners or employees personally.
• 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

Limitation of liability

• We have discussed with you the extent of our liability to you in respect of the professional services described within this agreement (the professional services). Having considered both your circumstances and our own, we have reached a mutual agreement that £100,000 represents a fair maximum limit to our liability.
• In reaching this agreement it is also agreed that:
  • we shall provide the professional services having undertaken all reasonable care and skill;
  • all aspects of the professional services are for your sole use and will not be made available to any third party without our prior consent;
  • in the event of any one claim arising in respect of the professional services, you have agreed that the sum of £100,000 represents the maximum total liability to you in respect of the firm, its directors and staff. This maximum total liability includes any claims for loss or damage, however caused, whether in respect of breaches of contract, tort (including negligence) or otherwise in respect of the professional services and shall also include all other related costs including legal fees, interest etc;
  • 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 directors or employees; and
  • 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 directors or employees on a personal basis.
  • We will not be held responsible for any late filing penalties or interest, HMRC enquiries or inspections arising.

Changes in the law

• We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.
• We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given.

Dealing with HM Revenue & Customs

• We will deal with all communications relating to your return addressed to us by HM Revenue & Customs or passed to us by you. However, if HM Revenue & Customs choose your return for enquiry this work may need to be the subject of a separate assignment in which case we will seek further instructions from you.
• You give us authority to correct HM Revenue & Customs’ errors, even if doing so results in correction of an error made in your favour.
• We will also provide such other services as may be agreed from time to time. These may be the subject of a separate engagement. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you.
• Where HM Revenue & Customs have made an error and this results in us performing additional work, we reserve the right to charge you for this additional work. In some circumstances we will be able to recover these additional costs from HM Revenue & Customs on your behalf.
• Tax investigation insurance is provided directly to the fresh accountancy company as the insured party, which we can then at our discretion allow your business to take advantage of this insurance, up to £75,000 of professional fees. This does not insure your business against any tax which might be due which is discovered as part of an investigation. It may also not cover fraud or serious error, or reconstruction of accounting records. Some claims may not be allowable under the terms of our insurance, if returns have been made late or if returns were submitted prior to, or after our acting for you or your business.

General

• We will observe the professional rules and practice guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we act in accordance with those guidelines.
• Where specialist advice is required on occasions we may need to seek this from or refer you to appropriate specialists.
• You agree to be auto-enrolled into our marketing material which may include phone calls, emails and letters regarding our products and services from time to time. We will never provide your personal information to third parties for marketing purposes or other purposes without your consent, however, we may pass your details onto other group companies, where we feel this might benefit you.
• We do not provide regulated financial advice and no advice provided by us should be considered to be regulated financial advice.
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Your Responsibilities

• You are legally responsible for; ensuring that all returns are correct and complete; filing any returns by the due date; and making payment of tax on time. Failure to do this may lead to automatic penalties, surcharges and/or interest.
• Taxpayers who sign their returns cannot delegate this legal responsibility to others. You agree to check that returns we have prepared for you are complete before you approve and sign them.
• To enable us to carry out our work you agree; that all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions; to provide full information necessary for dealing with your affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents; to authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs; and to provide us with information in sufficient time for your tax return to be completed and submitted by the due date following the end of the tax year, we will advise you of when the information required to prepare your tax return should be provided.
• You will keep us informed of material changes in your circumstances that could affect your tax liability. If you are unsure whether the change is material or not please let us know so that we can assess the significance or otherwise.
• You will forward to us, or inform us of all HM Revenue & Customs correspondence received.
• For the avoidance of doubt, all services for which we have not issued a service agreement for, or that are not included within your subscription continue to be your responsibility. In particular we will not be in any way responsible for offering advice or support with respect to tax saving opportunities.
• Please note that we cannot offer any assurance as to the accuracy or completeness of your accounts or tax liabilities. If this is required, please speak to us about conducting an audit or assurance report on your accounts or on specific areas of concern.

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

• 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.
• We have a statutory obligation under the above legislation to report to the Serious Organised Crime Agency (SOCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence.
• In fulfilment of our legal obligations, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.
• Before we accept your instructions, we may need to obtain ‘satisfactory evidence’ to confirm your identity and we may use electronic verification for this purpose. We may also need to obtain such evidence after we have begun to act on your instructions. Although a record of our enquiry will be entered on your record it will not affect your credit history.

About us

• In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer QBE European Operations, Plantation Place, 30 Fenchurch Street, London, EC3M 3BD. 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.
• Details about our registration as practicing members of the Institute of Chartered Accountants in England and Wales can be viewed at icaewfirms.co.uk under reference number C002909054.
• Our VAT registration number is 116471135.
• 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 icaew.com/membershandbook.
• We are subject to the code of conduct as laid out by the Code of Ethics of The Institute of Chartered Accountants in England and Wales which can be viewed at icaew.com/membershandbook.
• the fresh accountancy company is a trading name of the fresh accountancy company limited and is registered in England and Wales under company number 7700198 We are regulated by the Institute of Chartered Accountants in England & Wales for a range of Investment business activities. A list of directors is available from our registered office.

Free support

• Free support is subject to fair use, if we decide that at any time you have exceeded fair use we will charge for the time which we have spent on your affairs. As a general rule the first hour of a new and unique query will be free, however, repeated use of our services for assistance on a particular matter or type of service would incur additional fees.

Tax planning

• Tax planning may be provided on an adhoc basis.
• We do not guarantee that we will undertake any tax planning for clients.
• No responsibility for the tax liabilities of clients will be taken by the company, or for any missed tax planning opportunities.
• We will not accept responsibility or liability if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.
• We do not accept responsibility or liability for any retrospective changes in the law.
• We do not recommend any tax avoidance schemes.
• Complex tax relief claims will be charged as an additional fee. Complex tax reliefs are defined as any relief which would take in excess of one hour to quantify and claim for, or that require specialist knowledge and expertise. We do not guarantee to advise you of any and all tax reliefs available. For the avoidance of doubt we specifically consider Research and Development, Land Remediation Relief and Patent Box claims as complex.
• Any advice provided by the firm, unless subject to an additional fee is provided without any liability whatsoever by the fresh accountancy company limited and should be considered general advice which may not apply to your specific circumstances.
• We will at our absolute discretion perform a free tax planning review for you and your business, on a no win no fee basis.
• Our fee will be due, whether or not you use the fresh accountancy company limited to carry out the tax planning, you agree to provide any and all information to us in order for us to confirm whether or not the tax planning identified by us has been carried out for a period of 5 years from the date of this agreement.
• At our absolute discretion in certain circumstances, we may offer a fixed fee for tax planning options where a percentage might not be appropriate.
• When providing advice we do so on the understanding that you are disclosing all matters material to the this engagement, fully and in good faith. Should any of the background or assumptions be incorrect or incomplete, you must let us know as this may impact the conclusions and accuracy of our advice.
• Our advice is limited to UK law and will not consider foreign implications.
• Our advice does not constitute legal advice and only considers the tax implications of a transaction. You will remain responsible for ensuring compliance with other legal considerations.
• Whilst we will only ever provide tax advice that we are confident is acceptable under the law, HMRC may, at their discretion, have a different interpretation of the law. We will not be held responsible for any enquiries or investigations into our advice, but can provide support for an additional fee.
• We also strongly suggest that you tax out adequate tax investigation insurance.
• Our fee will apply to all business partners, shareholders, directors and the business itself.
• Our fee will be due when the tax would otherwise have been due for payment unless we advise otherwise.
• Where we identify a tax saving based on your current circumstances, we will discuss this with you and should you go ahead with the tax planning we will split the tax saving with you, with our success fee being 25%+VAT of the tax saved. This is a continuing agreement, therefore if an ongoing tax saving is secured, our fee will also continue on an ongoing basis. This ensures that we can keep the planning up to date and monitor your tax compliance.

Commissions

• From time to time we may receive a commission for introducing your business to other businesses we work with. We will only introduce you to other businesses and share your data with your permission.
• We will only introduce you to another business where we think this may be beneficial to your business, or of interest to you.
• Commissions received vary, but can be up to 10% of monies borrowed, 10% of the tax saved, 10% of insurance policy value. We can provide you with a breakdown of the commission received by us on written request.
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Complaints procedure

• Should you have a complaint about our work or against the firm, in the first instance you should discuss this with the member of staff you normally deal with.
• If your complaint is not dealt with to your satisfaction you should refer your complaint to a director of the company.
• If you are still unhappy with how your complaint has been dealt with you may wish to raise the matter with the ICAEW, see www.icaew.com/complaints for more information.
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Making Tax Digital

• We will advise you on the requirements of making tax digital. You will ensure that your systems to gather information for your bookkeeping are also compliant with the requirements of making tax digital. We will not be resposible for any fines of penalties for non compliance.

Business finance and borrowing

• If requested by you and accepted by us we may introduce to you lending offers from a restricted number of lenders
• We are not regulated by the FCA, we therefore can only introduce you to non regulated finance.
• We may charge an introducer fee for this service in addition to any commission received, we will notify you of this in advance should a fee be due. You agree to pay this fee upon drawdown of finance.
• You agree that we have no obligation to obtain finance for you under this agreement and cannot promise that finance can be found for you.
• We will not be liable for any costs incurred, nor profits lost due to any failure by us to obtain finance.‎
• You agree to allow us to share such details and information with lenders which may be necessary for them to provide an offer of finance. 
• You confirm that any information which you provide to us for the purposes of borrowing is full, accurate and true.

Auto-enrolment

• Our auto-enrolment solution is provided by True Potential LLP and is subject to their terms and conditions which you will be required to agree to separately.
• We will be responsible to providing the information to True Potential upon the set-up of the scheme and as your payroll frequency dictates for True Potential to process, calculate and deal with all aspects of your auto-enrolment scheme.
• We will not be responsible for any aspect of the scheme itself, our responsibility is solely limited to forwarding your payroll information to True Potential.

Updates to terms and conditions from previous version

• v1.2 13.2.24 We have updated our tax planning terms to encompass our new no win no fee tax planning service.
• v1.3 22.2.24 We have updated our terms in relation to tax investigation insurance