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Terms & Conditions


MITCHELL CHARLESWORTH MITCHELL CHARLESWORTH (AUDIT) LIMITED TERMS AND CONDITIONS

The practice

Mitchell Charlesworth is the trading name of both MC Topco Limited and Mitchell Charlesworth (Audit) Limited both limited companies governed by the Companies Act 2006. The names of the directors at any given time can be found on our website or at Companies House.

 

Responsibility for your affairs

The practice operates an engagement partner system to ensure that you have at least one main point of contact at partner level.

The name of the partner who has responsibility for your affairs is included in your letter of engagement, together with the names of other key members of the team.

Wherever possible we try to ensure continuity in the staff handling your work from one year to the next, but where this is not possible, or where such a change may be advantageous, we will notify you of this change and why the change was necessary.

Quality of service

We aim to provide you with a high-quality service and the engagement partner will seek to ensure that this is so. If you are unhappy with any aspect of our service, please contact the engagement partner in the first instance. If you wish to take the matter further, you should take up the matter with the partner designated to deal with complaints whose name is set out in your letter of engagement. We undertake to look into any complaint carefully and promptly and to 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 the Institute of Chartered Accountants in England and Wales with whom we are registered.

In order to achieve the standards of service set out in the letter of engagement and to provide the services requested, we need your co – operation. Please provide any information requested by us as soon as possible, otherwise we may not be able to progress the engagement.

You will use all reasonable skill, care and attention to ensure that all the information provided to us is accurate and complete. You also undertake to notify us immediately if you subsequently learn that the information provided to us is incorrect, inaccurate or not capable of being relied upon. 

Fees

Unless agreed otherwise fees are computed on the basis of the time spent on your affairs by the partners and staff and on the levels of skill and responsibility involved. 

Where a fixed fee is agreed in advance, we will not seek to charge any additional fees unless the work that we are required to carry out, is outside our responsibilities as set out in the letter of engagement. Accordingly, it is in your interests to ensure that the information and records provided are of adequate quality and completed to the agreed stage. 

If work is requested beyond the terms of the engagement letter, in the absence of a further quotation being provided our fees will be based on normal charging rates. 

A fee estimate (as opposed to a fixed quote) is provided as a guide to assist you with budgeting and should not be regarded as a firm quotation unless otherwise agreed in writing. 

Unless agreed otherwise disbursements will be charged on a full reimbursement basis. 

Fees are usually quoted exclusive of value added tax which will be charged at the standard rate subject to certain limited exceptions. 

Our value added tax number s are as follows: 

MC Topco Limited – 409 4981 68. 

Mitchell Charlesworth (Audit) Limited – 409 0699 81

Payment 

Payment of our fees is due upon delivery of our fee notes. 

Our standard and preferred method of payment is by Direct Debit. Alternative payment arrangements may be agreed in writing by a partner. We currently also accept payment by cheque, standing order, credit or debit card and at our discretion in cash for sums up to £500 .

New standing order arrangements may only be entered into where payments are being made in advance of the fees due and with the written agreement of a partner. Existing standing order arrangements will continue to be accepted for so long as fees are being settled. The recurring monthly amount will be notified to you and will be subject to annual assessment. 

If accounts are not paid within one month of the delivery of the invoice, we reserve the right to charge default interest from that date at a rate equivalent to 5% above the base rate of Lloyds Bank on a daily basis.

We may offer you the facility to pay your professional fees by monthly instalments. We do not charge any interest or charges (except default interest as above). As these terms have been agreed after 18 March 2015, this instalment agreement is not a regulated credit agreement.

Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year.

Regulated services

 Mitchell Charlesworth (Audit) Limited is registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. 

Details about our audit registration can be viewed at www.auditregister.org.uk under reference number C009601727. 

The Audit Regulations and Guidance can be found at audit regulations and guidance effective from 1 January 2021 (ICAEW.com) 

Professional rules and practice guidelines

We will observe and act in accordance with the bye laws, regulations and Code of Ethics of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC where we become aware of them. We will not be liable for any loss, damage or cost arising from compliance with statutory or regulatory obligations. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/regulation.

Investment advice
Although we are not authorised by the Financial Conduct Authority to conduct investment business, we are licensed by the Institute of Chartered Accountants in England and Wales, to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.
Such assistance may include the following:
• advising you on investments generally, but not recommending a particular investment or type of investment;
• referring you to an independent firm authorised by the FCA and assisting you and the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but without making alternative recommendations). The PTP will issue you with their 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.

• The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.
• advising on the sale of a contractually based investment other than
disposing of any rights or interests which you may have as a member of a personal pension scheme;
• advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
• managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person

and for corporate clients
• advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and
methods;
• arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
• arrange for the issue of the new shares; and

• act as the addressee to receive confirmation of acceptance of offer documents etc.

The reference for Mitchell Charlesworth (Audit) Limited on the Financial Conduct Authority (FCA) register of exempt professional firms is 013370. The register can be viewed at www.fca.gov.uk/firms/financial-services-register.
We are not authorised to hold client money in connection with our Designated Professional Body activities.

In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.

Confidentiality and conflicts of interest

All personal information and information regarding your business will be regarded as and kept confidential at all times, unless you instruct us to disclose information or we are compelled to disclose it by law, for example where fraud, money laundering or another crime may be involved. 

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 will be guided by the Code of Ethics of the Institute of Chartered Accountants in England and Wales which can be viewed at ICAEW Code of Ethics | Ethics | Technical | ICAEW section 310.
Client monies
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 Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.

In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Lloyds Bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross. If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross. Should any client monies be held where we are unable to trace the true beneficiary to those monies, at the end of a six-year period, and having exhausted all enquiries we shall pay such monies to a local charity as agreed by the firm.

We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.

Money laundering

In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to:
• Maintain customer due diligence procedures for all clients and beneficial owners of clients;
• Maintain records of identification evidence and the work undertaken for clients;
• Report in accordance with relevant legislation and regulations.

We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks. Retention of records and documents During the course of our work, we will collect information from you and others acting on your behalf. Once our fees have been settled, we will if requested, return any original documents to you following the completion of our work.  

Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document, you must notify us of that fact in writing.

Electronic communication
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. It may therefore be inappropriate to rely on advice contained in an email without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that email is not an acceptable means of communication. 

Whilst we take reasonable steps to ensure that any messages and attachments are virus free, it is the responsibility of the recipient to carry out a virus check on any attachments received. 

Our membership of Kreston Global

Kreston Global (‘Kreston’) is an international advisory and accountancy network which provide professional services to clients. Each firm is a member of Kreston Global (‘Kreston Global’), a UK company limited by guarantee, which provides no services to the clients of its members. Members of Kreston are separate legal entities and are only associated with each other through the common membership of Kreston Global. Some of the members of Kreston use Kreston as part of their business name. Nothing in the arrangements or rules of Kreston constitutes or implies an agency relationship or a partnership between Kreston Global and/or the member firms of Kreston.

We may, from time to time, introduce you to partners or staff from other members of Kreston to assist us in providing services to you.

 If you use the services of such partners or staff in connection with this engagement, you must make your own contractual arrangements directly with them and they are not deemed to be acting as our servants or agents. Accordingly, we are not liable for work which they carry out on your behalf. Neither Kreston Global nor any other Member Firm of Kreston assumes any responsibility to you in connection with this engagement, unless you contract directly with them. The fact that you may have been introduced to us by an associated Kreston entity does not make that associated Kreston entity or any its staff members responsible for any of our acts or omissions. 

By engaging us, you agree that any claim arising from this engagement shall be brought only against this firm and that no claims in respect of this engagement will be brought against any other Member Firm of Kreston or against Kreston Global or personally against any other persons involved in the performance of this engagement.

Data Protection
To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you, your business, your company, partnership and its shareholders, members, officers and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.

You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation. 

Our privacy notice, which can be found on our website at www.mitchellcharlesworth.co.uk/privacy-policy explains how we process personal data in respect of the various services that we provide.

Processing of customer personal data
Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller. Terms relating to our responsibilities as a data processor are set out below.

In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:

• Process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation.

• For the purpose of providing an enhanced service to you, pursuant to our engagement letter, disclose client personal data to other companies within the Mitchell Charlesworth group. Should you not want any client personal data to be shared with our other companies, please notify us of this in writing.

• Disclose and transfer the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service

• providers as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services.

• Disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law.

• Maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.

• Maintain written records of our processing activities performed on your behalf which shall include:

i. the categories of processing activities performed;
ii. details of any cross-border data transfers outside of the United Kingdom; and
iii. a general description of security measures implemented in respect of the client personal data.
• Return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services.
• Ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality.
• Notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this section.
• Where we transfer the client personal data to a country or territory outside the United Kingdom to do so in accordance with data protection legislation.

• Notify you promptly if:

i. We receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of the client personal data; or 

ii. We are served with an information or assessment notice, or receive any other material communication in respect of ourprocessing of the client personal data from a supervisory body (for example, the Information Commissioner’s Office)

• Notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the
client personal data; and

• At your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client’s personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws.

Should you require any further details regarding our treatment of personal data, please contact our Head of Privacy, Philip Griffiths by email: dppoc@mitchellcharlesworth.co.uk or telephone: 0151 255 2300.

External review
As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. The reviewers are highly experienced and professional people and are bound by the same requirements of confidentiality as our principals and staff.

Offering partners or staff employment

You will not offer employment or otherwise contract with any of our partners or employees involved in providing any services to you whilst such services are being provided or for a period of six months thereafter. In the event that you make such an offer which results in a partner or employee leaving us you will pay us a fee of 30% of their annual income from us immediately prior to them leaving which both parties agree is a genuine pre-estimate of our loss in such circumstances. 

Professional Indemnity Insurance
In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurers are Allianz Global Corporate & Speciality SE, 60 Gracechurch Street, London EC3V 0HR, Starr International (Europe) Limited, 4th Floor, 30 Fenchurch Avenue, London, EC3M 5AD and Arch Insurance (UK) Limited, 5th Floor, 60 Great Tower Street, London, EC3R 5AZ.

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.

Applicable law
These terms and conditions together with the engagement letter shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference between us. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
Entire Agreement

These Terms and Conditions together with our Letter of Engagement set out all of the terms between us in relation to the work we are to undertake for you and together shall be referred to as “the Contract”. All other terms, conditions and representations are hereby excluded, and you must not rely or have relied on them. The Terms and Conditions may only be varied by agreement in writing signed by a Partner on our behalf. In the event of any conflict between these Terms and Conditions and our Letter of Engagement, the latter shall prevail.
Waiver
Our failure to enforce any one or more of the Terms and Conditions at any time or for any period shall not be a waiver of them, or our right at any time to enforce all applicable terms and conditions.

If any provision within these terms should not be valid, in whole or in part, it will be deemed not to form part of the Contract and the enforceability of the remainder of the Contract will not be affected.

Termination

Subject to regulatory requirements and procedures, at any time during the term, either party may terminate the Contract for whatever reason by providing 28 days written notice of the intention to terminate.

Upon termination, we will, upon written request, return all property and documentation that is in our possession, once all outstanding fees have been settled, except that we will be entitled to retain one copy of any documents which we are required to maintain as a professional record of the services provided.

Upon termination, we will be entitled to raise a fee note for the work undertaken but not billed at the date of termination, and should termination take place part way through an assignment, this shall be based on normal charge out rates irrespective of any previously agreed fixed fee. 

You will pay forthwith upon request all fees and expenses due in respect of the services provided up to the date of termination, together with any reasonable costs and expenses incurred in connection with the which we are required to maintain as a professional record of the services provided.

5th October 2023 

Mitchell Charlesworth