Terms & Conditions
Mitchell Charlesworth LLP is a Limited Liability Partnership and is governed by the Limited Liability Partnership Act 2000 and the Limited Liability Partnership Regulations 2001. The names of the members at any given time can be found on display in the reception at each of our offices and on our website, and are referred to as partners throughout.
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.
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 is 183 4860 84.
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 HSBC Bank plc 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.
Mitchell Charlesworth LLP is registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales.
Details about our audit registration can be viewed at www.auditregister.org.uk and at www.cro.ie/ena/online-services-auditor-search.aspx under reference number c003808634.
The Audit Regulations and Guidance can be found at www.icaew.com/auditnews.
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 our 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/membershandbook. We confirm that we are Registered Auditors eligible to conduct audits under the Companies Act 2006.
Since we are not authorised by the Financial Conduct Authority then we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by the Institute of Chartered Accountants in England and Wales we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.
Our reference on the Financial Conduct Authority (FCA) register of exempt professional firms is 012662. The register can be viewed at www.fca.gov.uk/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 www.icaew.com/membershandbook, section 3, sub-section 220.
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 HSBC Bank Plc 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.
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
- Maintain records of identification evidence
- Report to the National Crime Agency, in accordance with relevant legislation and regulations.
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.
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an email without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
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 International
Kreston International ('Kreston') is a global network of independent accounting firms which provide professional services to clients. Each firm is a member of Kreston International ('Kreston International'), 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 International. 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 International 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 International 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 International or personally against any other persons involved in the performance of this Engagement.
In this clause, the following definitions shall apply:
- ‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you
- ‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time
- ‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation
- ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679), and
- ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
Where you provide information to us as a data controller we shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
You shall only disclose client personal data to us where:
- you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at www.mitchellcharlesworth.co.uk/privacy-policy/ for this purpose)
- you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent, and
- you have complied with the necessary requirements under the data protection legislation to enable you to do so.
In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
- 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 our processing of their personal data
- we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer), or
- we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.
Where you are the data subject we shall only process your personal data:
- in order to provide our services to you and perform any other obligations in accordance with our engagement with you
- in order to comply with our legal or regulatory obligations, and
- where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at www.mitchellcharlesworth.co.uk/privacy-policy/ ) contains further details as to how we may process client personal data.
For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to members of our firm’s network, our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.
We shall 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.
Should you require any further details regarding our treatment of personal data, please contact our Head of Privacy, David Frangleton by email: email@example.com or telephone: 0161 817 6100.
As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. Our 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 International General Insurance Company (UK) Limited, 15-18 Lime Street, London, EC3M 7AN, and Axis Speciality Europe SE, 4 Floor, Plantation Place South, 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.
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.
These Terms and Conditions together with our Letter of Engagement set out all the terms agreed 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 of Business may only be varied by agreement in writing signed by a partner on our behalf. In the event of any conflict between these Terms of Business and our Letter of Engagement, the latter shall prevail.
Our failure to enforce any one or more of the Terms or 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.
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 termination of the Contract or with the handover of information to new advisers.
Upon termination we will, within 28 days of the notice, issue a letter of disengagement from the services provided.
25 May 2018