Standard Terms of Business

1.1 In providing the Services (the “Services”) described in the Letter of Engagement (the “Letter”) and Working Together Document or Schedule of Services, as applicable (the “Schedules”), we will use our reasonable skill and care. You confirm that the scope is sufficient for your purpose and the Services are for your sole use only. You may not disclose a deliverable or make the benefit of the Services available to anyone else or refer the contents of a deliverable or findings of our work, except where 1) as stated in the Letter; 2) with our prior written consent on terms to be agreed; 3) where required to do so by law or regulation; and 4) to your lawyers or group members on the understanding that they are advised, in advance, that we accept no liability to them whatsoever and that no onward disclosure may be made.

1.2 In respect of the Services, both we and you agree to adhere to the following obligations. We will review your matter regularly and we will advise you of any circumstances and risks of which we are aware or consider to be reasonably foreseeable that could affect the outcome of your matter. You will provide us with clear, timely and accurate instructions, provide all documentation required to complete your matter in a timely manner, and, where relevant, safeguard any documents that are likely to be required for discovery. Our performance depends on you performing your obligations under the agreement. We are not liable for any loss arising from you not fulfilling your obligations.

1.3 Where appropriate, various aspects of the work that we will do for you may be undertaken by other personnel in order to ensure that your work is handled by relevant experts and as efficiently and cost effectively as possible.

1.4 You may only rely on our final written deliverables and not oral advice or draft deliverables. We will only assist with implementation of our advice if specifically instructed and agreed in writing.

1.5 Our work will not extend to the delivery of legal advice or the delivery of specialist expertise which is not within our field of work, where additional expertise is required we may need to seek this from or refer you to another specialist. Please be aware that we will not be responsible for the facilitation of this external advice nor shall we be responsible for the monitoring, management or timing of the advice. For the avoidance of doubt, we have no responsibility or liability in connection with the performance of external advisors.

1.6 Our advice and service is provided on the basis of our understanding of the Laws and Practices at the date of the advice, report or service in its final form. 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 or service is still valid in light of any change in the law or your circumstances. In performing the Services we will not be deemed to have information or knowledge which has been obtained by other Services we may have provided.

1.7 Where a change is required to the Services then either we or you must request a change to the Services or the Agreement and must be agreed in writing to be effective.

1.8 Except where you are a “Consumer” (where you enter into this Agreement as a natural person acting for purposes outside of a trade, business or profession, or in your capacity as an unpaid fiduciary, for example a trustee), and save as expressly provided in this Agreement, this Agreement shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between us and you preceding the date of this Agreement and in any way relating to the subject matter of this Agreement and to the exclusion of any representations not expressly stated in this Agreement, except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each of we and you acknowledge that it has not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement. For the avoidance of doubt, this paragraph 1.8 shall not apply to you if you are a Consumer.

1.9 Except where you are a Consumer, this Agreement constitutes the whole Agreement and understanding between us and you as to the subject matter of this Agreement and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Agreement. For the avoidance of doubt, this paragraph 1.9 shall not apply to you if you are a Consumer.

1.10 This Agreement shall be legally formed and each of we and you shall be legally bound when we have received the Letter signed by you (or, if applicable, an authorised signatory of you). Submission by us to you of the Letter shall be deemed to be an offer by us to provide Services to you (as specified in the Schedules), subject to the provisions of this Agreement, and your counter-signature on the Letter shall be considered acceptance of such offer, but the requirements for us to perform any of our obligations under this Agreement shall be conditional upon:

Our receipt from you of any advance payment of any monies to us as required under this Agreement; and
The fulfilment of any identification or anti-money laundering requirements set out in these Terms.

1.11 While we are governed by our regulations and laws which state that we can take your continued instruction following our sending of the Letter to you as evidence of your acceptance of the terms of the Letter, the Schedules, these Terms and therefore entry into this Agreement. It is our policy not to commence work on any engagement until we have received a counter-signed Letter from you.

1.12 Right to cancel (Consumer clients only): Where you are a Consumer, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 you have the right to cancel this Agreement within 14 days without giving any reason. The cancellation period will expire 14 days after the date on which this Agreement is formed under paragraph 1.10. To exercise your right to cancel, you must inform us of your decision by a clear statement (for example, a letter sent by post or an email to info@uhy-williamsoncroft.com). You may use a cancellation form if you wish, but this is not obligatory. To meet the cancellation deadline, it is sufficient for you to send your communication before the cancellation period expires. This paragraph 1.12 does not apply if you are not a Consumer.

1.13 Effect of cancellation and commencement of Services (Consumer clients only): If you cancel this Agreement under paragraph 1.12, we will reimburse all payments received from you without undue delay and in any event not later than 14 days from the day we are informed of your decision to cancel, using the same means of payment you used originally unless you expressly agree otherwise, and you will not incur any fee as a result. We will not begin providing the Services before the cancellation period referred to in paragraph 1.12 expires unless you specifically instruct us in writing to do so. If you ask us in writing to begin the Services during the cancellation period and then cancel, you will pay a proportionate amount for the Services performed up to the date of cancellation, compared with the total fee for the engagement. This paragraph 1.13 does not apply if you are not a Consumer.

2. Fees

2.1 You agree to pay us for our Services. Any estimate we may give you is not binding unless we explicitly state that that will be the case.

2.2 Unless a fixed fee or contingent fee is agreed in the Letter or Schedules, our charges are based on the time we spend in dealing with your affairs as well as factors such as complexity, urgency, inherent risks, use of techniques, know-how and research together with the level of skills and expertise required of the personnel in order to perform and review the services.

2.3 We charge for our advisers’ time in units of 1/4th of an hour and our advisers’ hourly rates are reviewed periodically. You will be notified in writing of any alteration to those rates.

2.4 Our fees may also include any time spent travelling for the purpose of the services that cannot be used productively for other purposes as well as telephone conversations, attendance at meetings and written advice.

2.5 Performance of our services may include, without limitation:

Meetings with you and any other relevant parties;
Correspondence and e-mails;
Considering, preparing and working on documents and reports;
Time spent travelling;
Making and receiving telephone calls and preparation of attendance notes; and
Dealing with any money transfers and matters which arise pursuant to anti money laundering legislation and other compliance issues.

2.6 It is not our practice to identify fixed fees for more than a year ahead and as such fee quotes need to be reviewed at least annually to reflect any changes in circumstances or requirements. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to inform you of a revised figure or range and to seek your agreement to it.

2.7 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.

2.8 Where applicable, we will add VAT to our charges and any expenses we incur in performing the Services, at the rate that applies when the work is done. All estimates or quotations given by us are exclusive of VAT.

2.9 If you have a query about the level of any revised rates notified to you, please contact the individual who is carrying out the work for you or your Engaging Partner.

2.10 If we agree to act for you on a basis where the amount of our charges will be based on the outcome of your matter, then this will be stated specifically in the Letter of Engagement. If it is not, then we cannot be held to have agreed to act for you on an outcome dependant basis.

2.11 On termination of the engagement you may appoint a new adviser. Where a new adviser requests professional clearance and handover information we reserve the right to charge you a reasonable fee for the provision of handover information.

2.12 There may be certain expenses we incur or charge for and payments we make on your behalf (usually called disbursements), such as, by way of non-exhaustive example, fees for experts’ reports, couriers fees and travel expenses, which we will normally ask you to pay before they are incurred. If it is necessary for us to photocopy a substantial volume of documentation on your behalf, then we will charge you 25p per sheet for such copying (50p per sheet for colour copying). VAT is payable on certain expenses.

2.13 We charge 45p per mile for vehicle journeys.

2.14 You will be liable for our charges, disbursements and expenses from the time that we and you are legally bound under this Agreement in accordance with paragraph 1.10 above.

2.15 If, for any reason, a project or engagement that we are undertaking for you does not proceed to the expected completion event, we will charge you for work done (based on time recorded on the matter at the hourly rate set out in the Letter and any expenses incurred).

2.16 We will inform you if any unforeseen extra work becomes necessary – for example, due to unexpected complexities or difficulties or if your requirements or circumstances change significantly during the project. We will also inform you of the estimated cost of any additional work before undertaking it.

2.17 If we stop acting for you for any reason, unless we otherwise agree with you, you will be liable for all charges, disbursements and expenses we have incurred in relation to your matter up to the point at which we stop acting for you, even if such matter has not proceeded to completion. You will also be liable for any unavoidable further charges, disbursements and expenses we incur. We may also charge you for providing you with any files, copy documents and/or data that you request.

3. Invoicing Arrangements

3.1 Unless otherwise agreed or in the Letter, Working Together Document or Schedule of Services, we will invoice you for the work completed on issue of the agreed deliverable (whether in draft or final) or on a monthly basis for the work completed in that previous month. We will send a final invoice after completion of the work.

3.2 All invoices are payable within seven days of presentation of the invoice. Where we have been instructed by more than one person jointly, liability for our charges, disbursements and expenses, and any applicable VAT, will be the liability of each of those persons on a joint and several basis. That means we can recover such amounts from any one or more of those persons individually or together, regardless of whether those persons have an agreement between them relating to such payment.

3.3 If you are late in paying any part of any monies due to us and such payment remains outstanding for seven days following us providing notice to you of such outstanding payment, we may (without prejudice to any other right or remedy available to us whether under this Agreement or by any statute, regulation or bye-law) do any or all of the following:

Charge interest and other costs on the overdue amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly;
Recover our costs and expenses and charges (including, but not limited to, legal and debt collection fees and costs) in collecting the late payment; and
Suspend all work on this matter and any other matter we are handling on your behalf and to retain any papers and documents in our possession.

3.4 If you have any query about your invoice, you should contact the individual who is carrying out the work on your behalf or the Client Partner or our Client Care Partner. If you do not accept that an invoice is fair and reasonable you must notify us within 21 days of the date on which you received it, failing which you will be deemed to have accepted that payment under that invoice is due.

3.5 If, during the course of our engagement, you decide to use another legal entity or vehicle in respect of a project (for example, a company or trust), then the terms of this Agreement will apply to our relationship with the new legal entity or vehicle in addition to you, but you will remain jointly and severally liable with any such new entity or vehicle for payment of our charges and expenses, and any applicable VAT.

3.6 We may apply any amount held on your behalf on any matter in our client account in or towards payment of any sum requested or due from you as regards any other matter, whether in respect of any charges and/or expenses, and whether the subject of final invoice, interim invoice or otherwise.

3.7 Any amounts owing to us by you shall be paid by you to us to such bank account of which we may inform you from time to time, and shall be paid in the currency then in force in England from time to time. Any and all bank charges incurred in the transfer of funds to our account shall be fully borne by you.

3.8 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.

4. Anti-Money Laundering and Client Identification

4.1 We are required to gather information about our clients so that we have an understanding about who they are; who owns and controls them, the intended nature of the business relations they are seeking, the sources of their business, and the nature of the business they undertake. This is required to comply with UK anti-money laundering legislation. Save in exceptional circumstances we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software. We currently use the client onboarding platform provided by Uniify ApS (Denmark) for these purposes: within Uniify, identity verification (including a comparison of a live image of your face with your photo ID) is carried out by Veriff, and screening against politically exposed persons, sanctions and adverse media sources uses data provided by LexisNexis Risk Solutions. The facial image comparison involves biometric data and is carried out only with your explicit consent. If you do not consent, we will verify your identity using certified copies of documents and a video call, as described in paragraphs 4.11 to 4.14, and this will not affect our decision to act for you. Potential screening matches are reviewed by our team. Personal data we receive for the purposes of the Money Laundering Regulations 2017 is processed only for the purposes of preventing money laundering or terrorist financing, unless another use is permitted by law or you have consented to it. Further details are set out in the Letter and in our privacy policy.

4.2 As part of our own internal procedures we are required to:

Verify the identity of new clients;
Conduct ongoing monitoring of clients identification;
Make appropriate enquiries into the legitimacy of the source of funds for financial transactions; and
Report any transaction which we regard as suspicious.

4.3 We are obliged under legislation to undertake an appropriate level of enquiry and due diligence to establish the above and we are entitled to refuse to act for you if you fail to supply appropriate documentation for yourself, a company or for any principal whom you may represent.

4.4 You need to be aware that the Proceeds of Crime Act 2002 (as amended) (the “Act”) creates a number of offences relating to the proceeds of crime. The proceeds of crime are any monies, property, assets which have arisen as a result of any crime. These include, for example, monies (however low in value) saved as a result of tax evasion or benefit fraud, whether that money has been saved or spent.

4.5 If we become aware or suspect existence of the proceeds of crime in a matter on which we are engaged (whether from you or from any other person), we may be obliged to report the irregularity to the appropriate authority. Permission may be withheld for us to continue with the engagement. The appropriate authority can pass the information reported to them to any relevant body, such as HM Revenue and Customs, and an investigation may take place at any time in the future.

4.6 It follows from the above that if you have any concerns about irregularities in your financial position you may wish to seek specialist accountancy or welfare benefit advice to correct those irregularities.

4.7 It is also important for us to make you aware that we may have a legal duty under the Act and related legislation to report known or suspicious circumstances to the appropriate authorities without telling you, and the appropriate authorities may share the information given to them. This could have serious consequences for you. In rare situations you could find that you then become subject to an HMRC investigation or benefits investigation and/or criminal proceedings.

4.8 Circumstances may arise where we are required to seek consent from the National Crime Agency (known as a defence against money laundering) before we can continue to act on your matter. The law may prevent us from telling you that we have done so, and we may need to pause work without explanation while consent is sought. If consent is refused, or if we consider that continuing to act would risk our assisting in the commission of a money laundering offence, we reserve the right to terminate the Agreement with you. If we do so in these circumstances you will be liable for all our fees and expenses incurred up to that date.

4.9 We will not be liable to you for any losses arising out of our reporting obligations under the Act and any related legislation.

4.10 We maintain a policy of not accepting cash from clients. If you circumvent this policy by depositing cash direct with our bank we reserve the right to charge for any additional check we deem necessary regarding the source of funds.

4.11 Where you do not use the electronic verification described in paragraph 4.1, or where we otherwise require it, we will need to see the following documents for each individual we are required to verify, including all directors of companies and any beneficial owners (individuals who own or control more than 25% of a company or other entity, or who otherwise exercise control over it), and take relevant copies:

a) Proof of identity – a current passport or photocard driving licence; and
b) Proof of address – a credit card statement, bank statement or utility bill issued within the last three months (please note that we cannot accept a mobile phone bill). The same document cannot be used as both proof of identity and proof of address.

4.12 If we have not met you in person and originals are not provided, the documents must be certified as true copies by a suitable person (see paragraph 4.13), and we will also arrange a short video call with you so that we can compare you with your photo ID.

4.13 A suitable person is a regulated credit or financial institution, or a lawyer, auditor, external accountant, insolvency practitioner or tax adviser who is supervised for anti-money laundering purposes in the UK by a professional body supervisor listed in Schedule 1 to the Money Laundering Regulations 2017, by HM Revenue and Customs or by the Financial Conduct Authority.

4.14 In order to certify a copy document correctly, the certifier must detail the following information:

Write the following statement to confirm that they are certifying a copy of the original document: “I certify that this is a true likeness of [insert name of individual] and that this is a true copy of the original document”;
Their signature;
Their full name;
Their address (i.e. firm address or personal address);
The professional capacity in which they are certifying the copy document; and
The date on which they have certified the copy document.

4.15 Where the client is a company we will obtain original copies for the following documents from Companies House and as such the company is not required to provide these documents to us:

Certificate of Incorporation;
Memorandum and Articles of Association; and
The most recent set of filed accounts. We will also obtain an extract of the company’s register of people with significant control and, where required, report any material discrepancy to Companies House.

4.16 Please note that if the company is based overseas you will be required to provide these documents and if the original cannot be provided then certified copies will be required.

4.17 We also carry out additional checks to verify your identity or the identity of your business, including screening your information against politically exposed persons, sanctions and adverse media sources through third-party providers, as described in paragraph 4.1. These checks are required by law and are not carried out on the basis of your consent. The fee for these checks is set out in the Letter.

4.18 You have agreed by signing our Letter to provide any and all necessary information that we may need in order to satisfy our internal procedures.

4.19 We have a duty to report any financial transactions which we regard as suspicious.

4.20 If the matter you are engaging us on involves the movement of money or other property, we have to be satisfied as to the legitimacy of the source of funds. You will be required to provide us with evidence of your identification and place of residence.

5. Confidentiality, IP and Data Protection

5.1 We are under a professional duty to keep your affairs confidential and, in any event, we place the utmost importance on keeping all of your affairs confidential.

5.2 Certain information that we provide to you is provided in confidence (including, but not limited to, all fee quotes and estimates) and may not be supplied to third parties. Where a report or document that we have prepared for you needs to be supplied to a third party, we reserve the right to stipulate the terms of any disclosure and/or to insist that the third party contracts directly with us before receiving such report or document.

5.3 We will own the intellectual property rights in the deliverables of this engagement and any materials created under the Agreement, and you will have a non-exclusive, non-transferrable licence to use the deliverables for your own internal purposes.

5.4 You agree to indemnify us and our agents in respect of any claim (including, without limitation, any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including without limitation payment at our usual rates for the time that we spend in defending it.

5.5 You acknowledge that we will act in accordance with the privacy policy which can be found here. A hard copy of this policy can be requested in writing.

5.6 We own and retain all intellectual property rights in the work that we do for you (including, but not limited to, documentation). We hereby grant you a non-exclusive, revocable licence to use such work for the purposes for which we have provided it, but for no other purpose.

5.7 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.

5.8 Each trading entity is registered with the Information Commissioner’s Office (ICO), whose office is at Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF. The ICO registration reference for each entity is set out in Schedule 1.

5.9 We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Further detail on how we collect, use, share and retain personal data is set out in our privacy policy, which should be read alongside these terms.

6. Use of Artificial Intelligence

6.1 In providing our services to you, we may use artificial intelligence (“AI”) tools to assist with tasks such as research, drafting, data analysis, document review and administrative work. The use of these tools is intended to improve the efficiency and quality of the services we deliver. We remain fully responsible for the work performed under our engagement, and all AI-assisted output is reviewed by a suitably qualified member of our team before it is relied upon or shared with you.

6.2 We only use AI tools that we consider appropriate for professional use and that meet our requirements for security and confidentiality. We will not input your confidential information, personal data or other identifiable information into any AI tool that is not approved by the firm for that purpose. Our use of AI is carried out in accordance with our obligations under the UK General Data Protection Regulation, the Data Protection Act 2018, the ICAEW and ACCA Codes of Ethics, and any other applicable professional and regulatory standards.

6.3 AI tools support, but do not replace, the professional judgement of our partners and staff. Any conclusions, advice, opinions or deliverables issued by us reflect the judgement of the responsible individual within our firm, not the output of an AI system. We take reasonable steps to verify the accuracy of AI-assisted output, but you should not rely on any draft, working paper or interim material as our final advice unless it has been issued to you in the usual way.

6.4 If you provide us with information, documents or analysis that has been prepared with the assistance of AI, you remain responsible for the accuracy and completeness of that information. We are entitled to rely on the information you supply without independently verifying it, save where our engagement letter expressly states otherwise.

6.5 If you do not wish us to use AI tools in connection with your engagement, please let us know in writing. We will discuss this with you, although we may not be able to accept the engagement, or may need to adjust our fees or timescales, if AI tools cannot be used.

6.6 We keep our use of AI under regular review and may update this policy from time to time to reflect changes in technology, regulation and professional guidance. The most recent version of our terms of business will apply to ongoing engagements.

7. Retention of Papers

7.1 You have a legal responsibility to retain documents and records relevant to your tax affairs.

7.2 During the course of our provision of the Services we may collect information from you and others relevant to your affairs. We will return any original documents to you if requested. Documents and records relevant to your affairs are required by law to be retained as follows:

For individuals, trustees and partnerships with trading or rental income, for 5 years and 10 months after the end of the relevant tax year, and otherwise: 22 months after the end of the relevant tax year; and
For companies, LLPs and other corporate entities, 6 years from the end of the relevant accounting period.

7.3 Whilst certain documents may legally belong to you we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. This includes your documents if they have not been reclaimed by you within the 7 year period. You must notify us in writing should you require the retention by us or the record to you of any specific document. Additionally, charges could also apply.

7.4 You should retain documents that are sent to you by us as set out in the privacy policy, which should be read alongside these standard terms of business.

7.5 Records will continue to be available for a period of 3 years in the case of deceased clients and where we cease to act then records will be disposed of 12 months after our work has ceased.

7.6 When we cease to act for you we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately.

8. Quality Control and Complaints

8.1 We are committed to providing you with a high quality service that is both efficient and effective. Our files are periodically subject to an independent quality review, the reviewers are highly experienced and professional people and are, of course, bound by the same requirement of confidentiality as our partners and staff.

8.2 If you would like to discuss how our service to you could be improved, or if you are dissatisfied with the service you are receiving, then please contact our Client Care and Compliance Partner, immediately.

8.3 We agree to look into any complaint carefully and promptly and to do everything reasonable to put it right and provide a full explanation of the position to you. If you feel that we have given you a less than satisfactory service we undertake to do everything reasonable to address your concerns.

8.4 If you are still not satisfied you can refer your complaint to our professional body (the ACCA or the ICAEW, as set out in Schedule 1).

8.5 Where we are unable to resolve your complaint through our internal procedures, you may also be entitled to refer it to an alternative dispute resolution provider. This is in addition to your right to complain to our professional body.

9. Limitation of Liability if You Are A Consumer

9.1 This paragraph 9 shall only apply to you if you are contracting as a Consumer.

9.2 If you are a Consumer, nothing in this Agreement (including, without limitation, this paragraph 9) affects or limits your statutory rights (including, without limitation, the right to insist that the Services shall be provided to you using reasonable skill and care).

9.3 Subject to paragraph 11.1 below, our total aggregate Liability arising out of or in connection with all claims in aggregate shall be limited to the higher of £50,000 or three times the fees charged under the agreement. This amount includes any damages, costs (other than defence costs) and interest that may be awarded against us as part of any such claim.

9.4 If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of this Agreement or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this Agreement.

9.5 We only provide the Services to you, as a Consumer, for domestic and private use. You agree not to use our Services for any commercial, business or re-sale purpose, and, subject to paragraph 11.1 below, we shall have no Liability for any loss of profit, loss of business, business interruption or loss of business opportunity.

10. Limitation of Liability if You Are A Business Customer

10.1 This paragraph 10 shall apply to you if, in instructing us, you are acting for the purposes of your trade, business, or profession and you are not a Consumer.

10.2 This paragraph 10 prevails over all of this Agreement (except for paragraph 9 above if you are a Consumer, in which case this paragraph 10 shall not apply) and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:

Performance, non-performance, purported performance, delay in performance, or misperformance of this Agreement or any services or deliverables in connection with this Agreement; or
Otherwise in relation to this Agreement or entering into this Agreement.

10.3 Subject to paragraph 11.1 below, we do not accept and hereby exclude any Liability for Breach of Duty other than any Liability arising pursuant to the terms of this Agreement.

10.4 Subject to paragraph 11.1 below, we shall not have any Liability in respect of any:

Indirect or consequential losses, damages, costs or expenses;
Loss of actual or anticipated profits;
Loss of contracts;
Loss of use of money;
Loss of anticipated savings;
Loss of revenue;
Loss of goodwill;
Loss of reputation;
Loss of business;
Ex gratia payments;
Loss of operation or management time;
Loss of opportunity;
Loss caused by the diminution in value of any asset; or
Loss of, damage to, or corruption of, data.Whether or not such losses were reasonably foreseeable or we or our agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, paragraph 10 above applies whether such losses are direct, indirect, consequential, or otherwise.

10.5 Subject to paragraph 11.1 below, our total aggregate Liability arising out of or in connection with all claims in aggregate shall be limited to the higher of £50,000 or three times the fees charged under the Agreement. This amount includes any damages, costs (other than defence costs), and interest that may be awarded against us as part of any such claim.

10.6 The limitation of Liability under paragraph 10.6 above has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

10.7 You acknowledge and accept that we only provide Services to you on the express condition that we will not be responsible for, nor shall we have any Liability (subject to paragraph 11.1 below) directly or indirectly for any act or omission of you or any third party.

11. Liability in General

11.1 We shall not exclude or limit our Liability for:

Our fraud; or
Death, or personal injury caused by our breach of duty; or
Any breach of the obligations implied by section 12 of the sale of goods act 1979 or section 2 of the supply of goods and services act 1982; or
Any other liability which cannot be excluded or limited by applicable law.

11.2 Subject to paragraph 11.1 above, we will not have any Liability if such losses, penalties, surcharges, interest, or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading, or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.

11.3 Subject to paragraph 11.1 above, we will not have any Liability for any delay or failure to perform our obligations under this Agreement if the delay or failure is caused by circumstances outside our reasonable control.

11.4 Subject to paragraph 11.1 above, we will not be responsible or have any Liability for any loss, damage, or expense incurred or sustained if information material to the Services is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation, or wilful default on the part of any party to the transaction and their directors, officers, employees, agents, or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.

11.5 Any Liability under this Agreement shall be on the part of the Firm and not any individual employees, directors, or partners of the Firm. You agree that you will not bring any claim in connection with advice or Services provided to you under this Agreement against any employee, member, or partner of the Firm, subject to such Agreement not limiting or excluding (except to the extent stated in this Agreement) the Liability of the Firm for the actions or omissions of its employees, directors, or partners.

11.6 In these Terms:

“Breach of Duty” means the breach of any: (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract; or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty); and
“Liability” means liability in or for breach of contract, Breach of Duty, torts (including, but not limited to, negligence and intentional torts), deliberate breach (including, but not limited to, deliberate personal repudiatory breach), misrepresentation, restitution, or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, but not limited to, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and, for the purposes of this definition, all references to “this Agreement” shall be deemed to include any collateral contract).

12. Termination

12.1 You may terminate your instructions to us at any time by notifying us of your wishes in writing.

12.2 We may decide to stop acting for you but only with good reason; for example, if you fail to provide us with instructions, if you provide misleading information to HMRC, if we believe that our relationship with you has irretrievably broken down, in the event of a conflict of interest, or if you do not pay an invoice or comply with our request for a payment on account. We must give you reasonable notice that we will stop acting for you. We also have the right to stop acting for you (whether on a permanent or temporary basis) if you do not provide satisfactory evidence of your identity under paragraph 4 or law, or we believe (at our absolute discretion) that we should stop acting for you in order to comply with our obligations and duties under paragraph 4. In such an instance, we will give you notice of our ceasing to act for you where we are permitted to do so but, in certain circumstances, we may be required to cease acting for you without notice.

12.3 Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

12.4 In the event of termination of this Agreement, 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, subject to paragraph 11.1 above, have any Liability, for any consequences arising from termination.

12.5 Following termination in accordance with either of paragraphs 12.1 or 11.2, we will be entitled to send you an invoice to cover any charges and expenses not previously invoiced and, where appropriate, any costs incurred in transferring the matter to a third party. We will also be entitled to keep all your papers and documents while there is money owing to us for our charges and expenses.

12.6 Certain provisions of this Agreement are intended to continue after termination or completion of the Services for you, including, without limitation, paragraphs 1.4, 2, 3, 4, 5, 7, 9, 10, 11, 12.3, 12.4, 12.5, 12.6, 21, 22, 23, 24, and 26.

13. Disengagement

13.1 Disengagement is constituted by the issue and/or payment of our final invoice. We will not send out a letter of disengagement however you may request to have such a formal disengagement by contacting us.

13.2 Should we resign or be requested to resign we will normally issue a letter of disengagement to ensure that our respective responsibilities are clear.

13.3 Should we have no contact with you for a period of one year or more our engagement will be considered to have ceased.

14. Client Money

14.1 We may from time to time hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated and all funds dealt with in accordance with the client money rules of our professional body, as set out in Schedule 1.

14.2 Subject to paragraph 14.3 below, in respect of all monies held by the firm on your behalf, the firm shall pay interest of not less than the amount that would have been earned if all monies held by the firm on your behalf had been kept in separate interest-bearing accounts at the small deposit rate with the bank concerned.

14.3 You agree to forgo any sums of interest below the de minimis amount set out in Schedule 1 in respect of any monies held by the firm on your behalf.

14.4 We will not hold monies on your behalf for the purpose of carrying out investment business, as defined by the Financial Services and Markets Act 2000. We are not registered to carry out such activities on your behalf.

15. Commissions and Other Benefits

15.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.

15.2 The most likely commission that may be received by us is where we make a referral to an overseas UHY international network member firm. The arrangement in place across the UHY network is that a referral fee of 5% will be paid to the referring firm on all future invoices for the life of the contract. Other examples of where referral fees may arise could be where we refer you to an independent financial adviser or other professional adviser for specialist advice.

15.3 If, in the future, abnormally large commissions are received which were not envisaged or covered by the paragraph above when the engagement letter was signed, we will obtain specific consent to the retention of those commissions.

15.4 Where appropriate, we may refer you to other firms within our group or related to the group through common beneficial ownership — W&C Wealth Ltd, La Salle Corporate International Ltd or WC Commercial Finance Ltd — for services that fall outside the scope of this engagement. As part of the same corporate group, we may receive an indirect financial benefit from these entities, for example through dividends. You are under no obligation to accept any referral and are free to engage an alternative provider of your choice.

16. Conflicts of Interest

16.1 We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. 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. If this arises, we will inform you promptly.

16.2 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. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.

17. Electronic and Other Communication

17.1 As instructed, we will communicate with you and with any third parties you instruct us to as set out in our covering letter and privacy notice via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.

17.2 With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses, nor for communications that are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These are risks you must accept in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by hard copy, other than where electronic submission is mandatory.

17.3 Any communication by us which you sent through the postal system is deemed to arrive at your postal address two working days after the day that the document was sent.

17.4 When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out the contract.

17.5 You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.

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 your business, it should be noted, where our client is the business, we will 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 agreed location for the attention of the contact named in the Letter. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.

19. Investment Advice

19.1 We are not authorised or regulated by the Financial Conduct Authority.

19.2 If, during the provision of the Services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a designated professional body.

20. Legal Advice

20.1 We are not authorised and/or regulated by the Solicitors Regulation Authority (“SRA”).

20.2 If, during the provision of the Services to you, you need legal advice, we may have to refer you to someone who is authorised and regulated by SRA.

21. Limitation of Third Party Rights

21.1 Paragraph 11.5 above is intended to benefit the employees, directors, and/or partners of the Firm who may enforce that paragraph 11.5 above pursuant to the Contracts (Rights of Third Parties) Act 1999.

21.2 For the avoidance of doubt, the advice and information we provide to you as part of the Services is for your sole and exclusive use and not for any third party to whom you may communicate it unless we have expressly agreed in this Agreement 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 is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. Subject to paragraphs 11.5 and 21 above, a party to this Agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

22. Professional Rules and Statutory Obligations

22.1 We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of our professional body (the ACCA or the ICAEW, as set out in Schedule 1) and will accept instructions to act for you on this basis.

22.2 You are responsible for bringing to our attention any errors, omissions, or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

22.3 In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. We will not be liable for any loss, damage, or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements at our offices.

22.4 Copies of these requirements are available from our professional body; the relevant body and a link to its rules and standards are set out in Schedule 1.

22.5 The implications of professional body membership as it relates to GDPR are set out in the privacy policy, which should be read alongside these standard terms of business.

22.6 Where the entity engaged is Williamson & Croft Audit Limited, we are registered to carry out audit work in the UK by the Institute of Chartered Accountants in England and Wales (ICAEW) and are statutory auditors eligible to conduct audits under the Companies Act 2006. When carrying out audit work we comply with the Financial Reporting Council’s Ethical Standard, the International Standards on Auditing (UK) and the Audit Regulations and Guidance. Our audit registration number is set out in Schedule 1 and may be viewed at www.auditregister.org.uk.

23. Employing Our Team Members

23.1 If any partner or staff member of any level, leaves to join you as an employee we will charge you a recruitment fee of 25% of the first year’s salary which will be payable within 7 days.

24. Equality and Diversity

24.1 We are committed to promoting equality and diversity in all of our dealings with clients, third parties, and employees. Please contact us if you would like a copy of our equality and diversity policy.

25. The Firm and the Contracting Entity

25.1 The Firm provides services through the trading entities listed in Schedule 1. The entity with which you are contracting is identified in your engagement letter, and that entity is the party to this Agreement with you.

25.2 The term “Partner” indicates a director of the contracting entity (or, where the entity is a limited liability partnership, a member). A list of the directors or members and their qualifications is available for inspection at the registered office.

25.3 All correspondence and other communications sent to you in the performance of our services, whether signed by a partner, director, consultant or employee, are sent on behalf of the contracting entity.

25.4 The company registration number, VAT registration number, registered office, regulator and professional indemnity insurance details for each entity are set out in Schedule 1.

25.5 In accordance with our professional requirements we maintain professional indemnity insurance cover. The insurer and the territorial coverage of that cover for each entity are set out in Schedule 1.

26. General

26.1 The Services will be based on the instructions (and information and documentation) that you provide to us. Subject to paragraph 11.1 above, we shall not have any Liability for the consequences of any delay or failure by you in providing such instructions, information and documentation.

26.2 If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

26.3 Each of the provisions of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, or if any provision is found to be void, the remaining provisions will remain in full force and effect and any void provision will be treated as not forming part of this Agreement. In the event of any conflict or inconsistency between this Agreement and the Letter or the Schedules, the relevant provision in the Letter or the Schedules will take precedence.

26.4 Nothing in this Agreement shall constitute a partnership or employment or agency relationship between us and you.

26.5 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including, but not limited to, non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

26.6 If you are a Consumer, you submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation, except where, by law, such dispute or claim must be brought in the jurisdiction in which you are domiciled, or where the relevant law contains mandatory provisions that override such exclusive jurisdiction. This paragraph 26.6 shall not apply if you are not instructing us as a Consumer.

26.7 If you are not a Consumer, you submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation. This paragraph 26.7 shall not apply if you are a Consumer.

27. Definitions

27.1 UHY Williamson Croft is an accountancy, tax and business advisory practice operating through the entities listed in Schedule 1. In these Standard Terms of Business, the contracting entity identified in your engagement letter is referred to as “the Firm”, “Us”, “We” or “Our” and includes its staff members. “You” or “Your” refers to the party or parties to the agreement excluding us.

27.2 The Agreement refers to these Terms and the Letter of Engagement to which they relate, including any schedules. The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed, or stipulated by you in whatever form and at whatever time.

Schedule 1 — Entity-Specific Information

The entity with which you are contracting is identified in your engagement letter. This Schedule sets out the details for each trading entity.

	Williamson Croft Accountants Limited	Williamson Croft (Liverpool) Limited	Williamson & Croft Audit Limited
Company registration no.	10332044	04461831	10492101
Registered office	York House, 20 York Street, Manchester, M2 3BB	1 Old Hall Street, Liverpool, Merseyside, L3 9HF	York House, 20 York Street, Manchester, M2 3BB
VAT registration no.	422 248 913	797 701 876	255 747 573
Regulated by	ACCA	ACCA	ICAEW
Registered auditor	No	No	Yes — audit reg. C008141319 (auditregister.org.uk)
ICO registration	ZB395160	Z9808512	ZA269347
Client money rules	ACCA Client Money Rules	ACCA Client Money Rules	ICAEW Clients’ Money Regulations
Interest de minimis	£25	£25	£25
Complaints — professional body	ACCA	ACCA	ICAEW
Professional rules link	accaglobal.com	accaglobal.com	icaew.com
PII insurer	Hadron UK Insurance Company Limited	Hadron UK Insurance Company Limited	Hadron UK Insurance Company Limited
PII territorial coverage	Worldwide	Worldwide	Worldwide