STANDARD TERMS OF BUSINESS VERSION 15 MAY 2013
All engagements which we accept are subject to the following standard terms of business unless changes are expressly agreed in writing.
1. Professional obligations
1.1 We are a member of ICAS and in our conduct are subject to its Code of Ethics which can be found at
www.icas.org.uk/Ethics.aspx. This is available in English.
1.2 Where we become aware of errors made by H M Revenue & Customs you give us authority to correct them. We will not be liable for any loss, damage or costs arising from our compliance with statutory or regulatory obligations.
1.3 Details of the firm’s professional registrations can be found at www.jameshair.com.
Our VAT registration number is 327 5807 43.
Professional Indemnity Insurance
1.4 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is refer Appendix 1 to these terms. 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.
2.1 Our fees are calculated on the basis of time spent on your affairs by the principals of the firm and our staff (including any sub-contractors or consultants that we may employ) and on the levels of skill and responsibility involved. In addition we may charge disbursements of travel, accommodation and other expenses incurred in dealing with your affairs. Our hourly charge out rates are available at Appendix 2 to these terms. These are subject to annual review.
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. 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 your provide us with is completed to the agreed stage.
2.3 Where we have agreed that you will pay on an invoice rendered basis, invoices are payable in full (including disbursements) on issue of the invoice or otherwise 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.
2.4 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.
2.5 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.
2.6 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.
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 James Hair.
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 ICAS.
3.3 In order for us to continue to provide you with a high quality service 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 these terms of business and any associated engagement letters.
3.4 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 twelve months or more we may issue to your last known address a disengagement letter and hence cease to act.
3.5 We 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 in respect of transactions we 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 be abated by such amounts. 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. Client monies
5.1 We may at times hold money on your behalf. Any such money will be held on trust in a general or designated client bank account, which is held separately to funds that belong to us. The client bank accounts will be operated, and all funds dealt with, in accordance with the ICAS Clients’ Money Regulations. Funds are lodged to specific designated accounts unless being processed for immediate onward transmission.
5.2 To avoid excessive amounts of administration, interest will only be paid to you on general client accounts if the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £100. Any such interest would be calculated using the prevailing rate applied by our banker for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
5.3 We will exercise reasonable skill and care to ensure that a fair rate of interest is earned.
5.4 We are required under the client money regulations to appoint an alternate to administer the client bank account in the event of the death or incapacity of the principal. This alternate must be a firm, or member registered with one of the CCAB bodies, providing that member holds a current practising certificate issued by the relevant professional body. We are also required to have arrangements in place with the bank operating the client bank account. The alternate appointed by this firm is Robin Winter of Henderson Black & Co, Cupar.
6. Retention of and access to records
6.1 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 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 H M Revenue & Customs enquire into your Tax Return.
6.2 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 your require retention of any document you must notify us of that fact in writing.
7. Conflicts of interest and independence
7.1 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.
7.2 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 ICAS Code of Ethics which can be viewed at www.icas.org.uk/Ethics.aspx.
8. Confidentialityare or may be adverse to your
8.1 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. We may on occasions subcontract work on your affairs to consultants or subcontractors who are, bound by the same requirements of confidentiality as our principals and staff.
9. Quality control
9.1 As part of our ongoing commitment to providing a qualify service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, bound by the same requirements of confidentially as our principals and staff.
10. Applicable law
10.1 This engagement letter is governed by, and construed in accordance with the laws of Scotland. The Courts of Scotland will have exclusive jurisidiction in relation to any claim, dispute or difference concerning any engagement 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.
10.2 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.
11. Communications with you
11.1 We may communicate with you orally, by telephone, in writing or by email and other electronic means.
11.2 Telephone calls may be subject to recording for training or other internal purposes.
11.3 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 email without obtaining written confirmation of it. Unless specifically stated, such communications should not be construed as an offer or acceptance, or to form part of a legally binding contract. Any views expressed in such communications are those of the individual sender, except where the sender specifically states them to be the views of James Hair & Co/James Hair & Co Limited/Caledonian Agricultural Management Services Limited.
11.4 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 email is not an acceptable form of communication and that all relevant communications should be by post.
In accordance with the Data Protection Act 1998 we are required when transmitting personal information (including sensitive data as prescribed by the Act, or personal financial information ) to encrypt all email communications to at least the minimum standard of FIPS 140-2.
We may be able to provide you with the means to communicate with us in an encrypted format. If you do not agree to the use of encryption technology when required by law, you should notify us in writing that encrypted email is not an acceptable form of communication and that all relevant communications should be by post.
11.5 It is the responsibility of the recipient to carry out a virus check on any attachments received.
12. Data Protection Act 1998
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. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998 and any best practice guidance issued by the Information Commissioner’s Office (ICO). For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is James Hair.
13. The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007
13.1 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.
13.2 We are obliged to comply with the terms and conditions of the legislation. We will provide details if requested.
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 strictest confidence. In fulfilment of our obligations neither the firm’s partners or staff may enter into any correspondence or discussions with you regarding such matters.
13.3 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.
13.4 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.
14. General limitation of liability
14.1 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.
14.2 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.
14.3 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.
15. Use of our name in statements or documents issued by you
15.1 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.
16.Draft/interim work or oral advice
16.1 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 statements. Where you request it, we will provide you with written confirmation of matters stated orally.
17. Intellectual property rights
17.1 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.
18. Internal disputes within a client
18.1 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/partners/principals as appropriate.
If conflicting advice, information or instructions are received from different persons in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.
19.1 We are authorised to conduct Investment Business by the Financial Conduct Authority. We are included on the Register maintained by the Financial Conduct Authority for the activities we are authorised to carry out. The Register can be accessed at www.fca.gov.uk. For designated investment business services we will issue a separate terms of business letter.
19.2 We are authorised to hold client money in connection with our designated investment business.
Corporate finance business – Notice of treatment as a professional client/eligible counterparty
19.3 There may be occasion when having regard to the information you have given us and based on our assessment of you we may categorise you as a professional client or eligible counterparty, in relation to corporate finance business, because of your experience and understanding of corporate finance. We will advise you in writing if this is the case.
You are entitled to request an alternative categorisation so that you can receive a higher level of protection. It is your responsibility to make this request.
Because of the categorisation you will lose the protection given to retail clients under the Conduct of Business Source Book of the Financial Conduct Authority. Protection in the following areas will not apply because when advising you we will assume that you are able to protect your own interests.
Understanding of risk
– We do not need to warn you of the nature of any risks involved in any transactions we recommend for you or give you written risk warnings about any transactions.
– We do not need to make a recorded assessment of your financial standing, ensure that the terms of the loan and the amounts are suitable.
Non-exchange traded securities
– We do not have to arrange or effect any transaction for you at a reasonable price.
– We do not need to arrange or effect any transaction for you on the best terms available.
Financial Ombudsman Service
– Please note that you will also lose the right of access to the Financial Ombudsman Service.
19.4 If you have any queries regarding investment business or require any further information please contact us.