Terms of Business
The following terms of business apply to all engagements accepted by Rutton B Viccajee Ltd. All work is carried out under these terms except where changes are expressly agreed in writing.
As indicated, not all items may be applicable to this engagement. If in any doubt, please ask for clarification.
Fees – important
Misunderstandings with clients over our fee charges are, fortunately, extremely rare. To help keep it that way, please note the following (in addition to the basis of fee charges in paragraph 11):
We charge by the hour, in units of 6 minutes, for ALL work undertaken, including telephone calls, emails and meetings. Our time is not, unfortunately, free, it is all we have to sell. Hourly charges depend on the grade of staff used, and are available on application.
Where possible, we try and quote in advance, either by engagement letter, or quotation letter. However, this cannot always be done, particularly for one off or non-recurring work, where the hours are difficult to estimate.
Where possible, we invoice once a tangible piece of work is done, but we reserve the right to invoice monthly where time costs exceed minimum levels.
If in doubt, please do not hesitate to contact us for further clarification.
1.0 Professional rules and practice guidelines
1.1 We will observe the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to provide services to you on the basis that we will act in accordance with them. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/membershandbook. We confirm that we are Registered Auditors eligible to conduct audits under the Companies Act 1989.
2.0 Investment advice
2.1 We do not give investment advice, but we know people who can give you independent advice whom we recommend.
3.0 Retention of records
3.1 During our work we will collect information from you and others acting on your behalf and will return any original documents to you following preparation of your financial statements, information and tax return. You should retain them for 6 years from the 31 January following the end of the accounting tax year. You should retain them for longer if HM Revenue & Customs enquire into your tax return.
3.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.
4.0 Conflicts of interest and independence
4.1 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, subject to 7 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you.
5.1 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.
6.0 Data Protection Act 1998
6.1 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 the company, 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.
7.0 Proceeds of Crime Act 2002 and Money Laundering Regulations 2007
7.1 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:
- have identification procedures for all new clients;
- maintain records of identification evidence; and
- report in accordance with the relevant legislation and regulations.
8.0 Quality control
8.1 As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff.
9.0 Help us give you the best service
9.1 We wish to provide a high quality of service at all times. If at any time you would like to discuss with us how we could improve our service, or if you are dissatisfied with the service you are receiving please let us know by contacting Rutton Viccajee.
9.2 We will look into any complaint carefully and promptly and do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right. If you are still not satisfied you may of course refer the matter to our Institute.
10.0 Contracts (Rights of Third Parties) Act 1999
10.1 Only someone who is a party to this agreement has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right or remedy that exists independently of the Act.
10.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
11.1 Our fees are calculated on the basis of the time spent on your affairs by the principal and staff and on the levels of skill or responsibility involved. Our fees will be billed monthly where appropriate, together with outlays and VAT, and our invoices will be due for payment when issued.
11.2 If we need to do work outside the responsibilities outlined in our engagement letter, we will advise you in advance. This will involve additional fees.
11.3 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.
12.0 Applicable law
12.1 Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from or under them. 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 inconvenient forum, or to claim that those courts do not have jurisdiction.
1.0 Taxation Services (if applicable)
Tax Credit Claims
- We do not advise on tax credit claims. Further advice can be got from the Citizens Advice Bureau or the HM Government websites.
1.2 Responsibilities for the preparation of VAT returns
1.2.1 If required, we will prepare return form VAT 100 from the records of your company. We will not audit or otherwise check the underlying records. When the VAT return has been completed from the information supplied, we will send you the return form for you to agree. If you agree the return, you should then sign it and submit it to HM Revenue & Customs together with the required payment. If you consider the return to be incorrect, please consult us immediately.
1.2.2 You are legally responsible for making a correct VAT return, and for payment of VAT on time. We can accept no responsibility for any default surcharge that may arise if the books and records are not available to us within sufficient time after the return period ends or the books and records prove to be incomplete or unclear, and in particular are not written up to the end of the period, thereby delaying the preparation and submission of the VAT return, or you fail to submit the return and the required payment to H M Revenue & Customs on time after we have sent the return to you for signature.
1.2.3 Further, as the returns are prepared solely on the basis of information provided by you, we can accept no responsibility for any VAT liabilities arising due to inaccuracies or omissions in your accounting procedures which may lead to a mis-declaration, whether or not it is one on which penalties and interest may arise.
Payroll (if applicable)
1.3 Payroll and year-end returns
1.3.1 We will maintain your payroll records, supply you with completed weekly/monthly payslips for you to pass to employees, supply you with a completed H M Revenue & Customs payslip for the PAYE and national insurance contributions for you to send to the Collector of Taxes, complete and submit your monthly and year-end returns, also P60 forms.
We expect you to check monthly payroll submissions (unless your affairs are very straightforward), and also your year end summary submission, before we file them.
1.3.2 In order to do this, we need to comply with the Employer’s Guide to PAYE. We will require from you the following information by the 24th of each month for monthly paid, and Wednesday of each week for weekly paid employees:
(a) personal details of all employees (i.e. name, NI number, home address, etc.);
(b) all P45 forms received by you;
(c) if any casual labour is taken on, you are required to operate P46 procedures. The completed P46 form should be passed to us for processing;
(d) notification within two weeks of any employee who is sick for four or more calendar days, including weekends, bank holidays, etc. This will enable us to operate statutory sick pay for you;
(e) notification of any employee who becomes pregnant. This will enable us to operate statutory maternity pay;
(f) details of any money or benefits made available to employees by you or by a third party through you;
(g) hours worked, rates of pay, bonuses, etc.;
(h) notification of employees engaged by you or leaving your employment; and
(i) any notice of coding received by you.
1.3.3 The end of year payroll returns must be received by the H M Revenue & Customs by 19 May following the end of the tax year, otherwise penalties will be levied. There may also be interest payable if the final tax and National Insurance payment, due by 19 April following the end of the tax year, is late. We cannot guarantee to have the returns, etc., completed in time to meet this deadline, unless we have all the relevant information within 10 working days of the end of the tax year.
1.4 Forms P11D (expenses and benefits)
1.4.1 When requested, we will complete forms P11D for the directors and higher-paid employees for approval and submission by you to HM Revenue & Customs. You will supply the form P11D information to your employees by the due date.
1.4.2 There are penalties for the late submission of and incorrect information on form P11D. You agree to supply us with complete and accurate details of all benefits and reimbursed expenses paid to or on behalf of directors or higher paid employees for the tax year (not the accounts year) within 1 month of the end of that year. (Note: A higher paid employee is someone who receives £8,500 pa including the taxable value of benefits.)
1.5 Personal service companies (IR35)
1.5.1 When required we will advise on whether the company is subject to the personal services legislation on a contract by contract basis. You authorise us to seek an opinion from the H M Revenue & Customs where we consider it appropriate. If there are contracts that we consider are within the personal service legislation, we will calculate the deemed salary, prepare the corporation tax computations using the prescribed method, prepare and submit the supplementary returns and advise you how much tax and national insurance to pay and by when, and whether to pay any actual salary before the year end, and if so how much.
1.6.1 When requested, we will operate the subcontractors’ tax deduction scheme for the subcontractors you use. In order for us to do this, we need to comply with the Employer’s Guide to PAYE. We will require the following information from you by the 15th of each month:
(a) Written confirmation that you have inspected, or else copies of, the registration card (CIS 4) or tax certificate (CIS 5 or 6) for each subcontractor;
(b) personal details of all subcontractors (i.e. name, NI number, address, etc.);
(c) details of any money or benefits made available to subcontractors by you or by a third party through you;
(d) hours worked, rates of pay, bonuses, etc.; and
(e) details of any own materials used.
1.7 Data Protection Act 1998
1.7.1 The processing of personal payroll data where the firm is acting as a data processor places additional requirements on the firm in connection with the Data Protection Act 1998. Sections 11 and 12 of the Data Protection Act 1998 place express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf. We therefore confirm that we will at all times comply with the requirements of the Data Protection Act 1998 when processing data on your behalf.
1.8 Inheritance tax
1.8.1 Following a request by you we will prepare any tax return that may be required for inheritance tax purposes based on information that you supply to us, which we will submit to HM Revenue & Customs once you have approved and signed it.
2.0 Corporate Services
2.1 Company secretarial – if applicable
2.1.1 A private company is required to file its financial statements at Companies House within nine months of the year end. The company will be liable to a fine if it fails to do so. We accept no responsibility for fines or regulatory action taken against the directors where the statutory financial statements are not available for filing.
2.1.2 When requested, we have agreed to act as your agent, and to:
(a) submit the financial statements to the Registrar of Companies;
(b) complete and submit the company’s annual return;
(c) complete and submit any other forms which are required by law to be filed at Companies House, provided that you keep us fully informed of any relevant changes or events which are required to be notified to Companies House, within one week of the change or event; and
(d) maintain the statutory books.
2.1.3 You have agreed to complete all the returns which are required by law to be filed at Companies House, for example, the annual return and the notification of changes in directors. We shall, of course, be pleased to advise you on these and any other company secretarial matters if requested.
3.0 Consultancy and Other Services
3.1.1 There are many other areas where we can be of assistance, and we will be pleased to discuss any matters with you. These other services where applicable include:
(a) management accounting, including such matters as cash-flow statements, costing systems, etc., and advice on management;
(b) advice on the selection and implementation of computer systems;
(c) investigations for special purposes, e.g. acquisitions of other businesses or examination of specific aspects of your business; and
(d) advice on the selection and recruitment of staff
4.0 Investment Services
4.1 Referral to a Permitted Third Party (PTP)
4.1.1.Should you require advice on investment business, which we are unable to give as we are not authorised by the Financial Services Authority, we can introduce you to a suitable PTP.
4.1.2 The PTP will issue you with his own terms and conditions letter, will be remunerated separately for their services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000.