This Standard Terms of Engagement document (“the Terms”) is a legal contract between the client as an individual or an entity (“the client”) and Brendan Lacey Ltd and will be effective when the client signs the Fixed Price Agreement document as provided. The Terms and the Fixed Price Agreement document sets out the services provided under the agreement and the terms upon which these are provided.
Definitions
“company” means Brendan Lacey Ltd trading as Brendan Lacey Accounting is a limited liability company registered under number SC451357 and having it’s registered office at 34 South Chesters Medway, Bonnyrigg, EH19 3GG.
“client” means the company or person receiving the services
“services”, “package” or “package of services” means the package of services the Company agrees to provide to the Client.
“the monthly fee” means the fee agreed to be paid by the Client for the package of services.
“the website” means the internet site located at www.brendanlacey.co.uk
“confidential information” includes all information exchanged between the parties to the Agreement, whether in writing, electronically or orally, including the service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“data” means any data provided by the client or with client authority to the company.
These Terms govern the agreement with the company and the client. The terms may be updated from time to time in the future. The client agrees to review these Standard Terms of Engagement regularly and the continued access to or use of the package of services will mean that the company agrees to the changes. In addition, the client will be notified, either by email or on the website, of any significant changes to these Standard Terms of Engagement.
Effective period
The effective period of the Terms will commence when the Fixed Price Agreement is signed by the client and received, and confirmed as received, by the company.
The client’s responsibilities
In order for the Service to manage and reflect the true status of the client’s financial status, the client agrees to provide the company with all financial information required in a timely manner as and when requested by the company.
It is wholly the client’s responsibility for the accuracy and completeness of the information provided and the company is wholly dependent upon this and any information or explanations received from the client, or other third parties. The company is under no obligation to specifically identify missing or incomplete information.
The information provided to the company will form the basis of all annual and other financial statements, all submissions, calculations, returns and financial advice, including calculations of VAT, PAYE, Corporation and other taxes. The company will not audit the information provided and the client remains wholly responsible that transactions are valid, acceptable and properly supported by documentation. The company will provide such guidance as is specifically requested in this respect. For the avoidance of doubt, any expenses which may not be valid should be highlighted to the company in an email to Brendan Lacey at Brendan.lacey@brendanlacey.co.uk.
The client is required to retain all back up documents such as invoices, receipts, bank statements, cancelled cheques, mileage records in accordance with HMRC guidelines. These guidelines are documented at www.hmrc.gov.uk/record-keeping. The company may, from time to time, call upon the client to provide a sample of these records for verification purposes.
If the client starts to use the Service midway through the current trading year the client will be required to provide to the company full financial details of any trading activities already undertaken, or use the company’s switching service.
Ultimately the legal responsibility for any statement or return rests solely with the client or the officers thereof; and the client or the officers thereof are responsible for the approval of the return, its submission to the appropriate authorities and the payment of all tax liabilities, penalties, interest or surcharges that may arise from its submission.
The company shall interpret the application of tax legislation and assess the probable outcome in the client’s specific circumstances based upon the company’s reasonable professional skill and expertise and the information and explanations supplied by the client. Ultimately, the client, will be responsible for the outcome concerning the application of any legislation.
The company will start acting as the client’s accountant for the financial year in which the company is engaged by the client. Any previous year’s accounts must be completed and filed by the client’s previous agents or arrangements can be made separately to have the company undertake this.
The Service:
The company agrees to provide the services subscribed to by the client as defined in the website www.brendanlacey.co.uk/services and specified in the Fixed Price Agreement. As part of the service, the company will carry out the following on behalf of the client:
Monthly or weekly management reporting:
Based on the information provided by the client, the Company will prepare a monthly or weekly summary of financial transactions to allow the client to track finances, calculate salaries and dividends payable, and to provide provisions for corporation tax, value added tax, and income tax. The Monthly or Weekly Management Report is reliant upon accurate data being provided by the client, and is therefore subject to subsequent change or amendment.
Ltd company Year End Accounts:
Preparation and calculation of the company’s year-end annual Financial Statements.
Presentation of annual Abbreviated & Full Accounts for the company’s approval
Online submission to Companies House.
Corporation Tax
Completion of a CT600 and tax computation based upon the Annual Accounts
Presentation of CT600 for the client’s approval
Online submission to HMRC.
Dealing with routine HMRC correspondence. (Routine does not include an HMRC enquiry, full or aspect)
VAT
Cash accounting VAT calculations (Standard & Flat rate VAT schemes only)
Calculation of quarterly VAT returns.
Presentation for the client’s approval
Online submission of returns to HMRC.
Notifying HMRC of any changes in the client’s VAT registration.
Dealing with routine HMRC correspondence.
Agent for online VAT filing with HMRC.
NB: All VAT Returns are filed online and payment must be made electronically.
Companies House
Online filing of abbreviated financial statements.
Changes to officer and company information.
Use of the company’s office address for use as the client’s Registered Office Address.
Annual Returns (additional Companies House filing fee applies)
Payroll
If it is deemed appropriate during the initial tax planning process, the company will also prepare weekly or monthly payslips for the fee earning director and a non-fee earning spouse only.
The company will prepare the payroll for each monthly or weekly payment period to meet UK employment tax requirements.
The client is legally responsible for ensuring the data in the RTI payroll submissions are correct and complete, making any submissions by the due date and making payment of tax and national insurance contributions (NIC) on time. Failure to do this may lead to automatic penalties, surcharges and/or interest from HMRC.
Employers cannot delegate this legal responsibility to others. The client agrees to check that submissions the company has prepared for them are correct and complete.
The client must provide to the company all information as is necessary to complete each payroll run not less than two working days before the payroll run is due to be completed.
The service includes:
Salary calculations for up to 2 employees (inclusive of any Directors)
Production of monthly or weekly payslips
Presentation of monthly or weekly RTI submission to HMRC
Employer PAYE payment summary
SSP, SMP and other statutory calculations of payments or deductions
Processing leavers and starters
Production of a P60 for the client to pass to all employees
Preparation of P11D and forms P11Db for all employees for approval and online submission to HMRC.
Dealing with routine HMRC correspondence.
Agent for online PAYE with HMRC.
In order for the company to comply with the Employer’s Guide to PAYE the client is required to provide all necessary employee information in a timely way and keep the company updated with on going amendments and changes.
The client agrees:
To notify the company not less than two days before the payroll run of all transactions or event which may need to be reflected in the payroll for the period, including details of: all new employees (including full names, address, date of birth, national insurance number) and details of their remuneration packages, all leavers (including deaths of employees) and details of termination arrangements, all remuneration changes, all pension scheme changes or irregular and/or ad hoc payments.
To forward, on receipt any copies of all HM Revenue & Customs PAYE coding notices, letters and other communications received from HM Revenue & Customs to enable the company to deal with them as may be necessary.
To agree with the company the names of the persons authorised by the Client to notify changes in employees and in rates of pay. The company will process the changes only if notified by that/those individuals.
Keep the company informed of material changes in circumstances that could affect the payroll of the business. If the client is unsure whether the change is material or not the company should be notified so that an assessment of the significance may be undertaken.
To authorise the company to approach such third parties as may be appropriate for information that is considered necessary to deal with the client’s affairs.
If the information required to complete the payroll services set out above is received later than the dates specified above or otherwise agreed the company will still endeavour to process the payroll and returns to meet the agreed payroll date but will not be liable for any costs or other losses arising if the payroll is late or the RTI returns are filed late in these circumstances.
The will be responsible for completing the checks on a new employee’s eligibility to live and work in the UK in accordance with the Government’s Code of Practice “Preventing Illegal Working” and Section 8 of the Asylum and Immigration Act 1996.
Director’s Self Assessment Tax Return
We will assist with the completion of your Self Assessment Tax Return and the preparation of any documents that may be required to accompany the Return; assistance with the calculation of your personal tax liabilities under self-assessment and on all matters relating to those liabilities including the due dates for payment.
It is your responsibility to collate and provide complete and accurate information and to supply this to us, together with all appropriate explanations, no later than 30th September after the end the tax year to which the return relates.
The legal responsibility for the Return and computations rests solely with you as the taxpayer; and you are responsible for the approval of the Return, the payment of all tax liabilities, penalties, interest or surcharges that may arise.
We will forward your tax return form for you to sign and return to us, we will then submit it to HMRC.
We will advise you as to amounts of tax to be paid and the dates by which you should make the payments, including payments on account and the balancing payment.
We will deal with HMRC regarding any amendments required to your return and prepare any amended returns which may be required.
HMRC has powers to charge both interest and penalties if there is a delay in submitting a tax return. Such charges are automatic if the tax return is submitted after 31st January following the end of the tax year, or if any payments are made after the respective due dates.
HMRC audits a number of tax returns each year, many of these audits are the result of a random selection. Assistance in respect of such an audit beyond the answering of straightforward queries regarding entries on the tax return is additional work and will result in separate charges unless Tax Enquiry insurance is arranged. We will keep you fully informed before undertaking any extra work in respect of such an audit.
Excluded items
For the avoidance of doubt the services listed below are excluded from the Accounting Service.
IR35 contract reviews
Filing fees, duties or any other costs arising from the submission of documents or returns.
Management Accounts
Business activities separate or additional to freelance contract work through the business.
Company closure process
Dealing with HMRC enquiries regarding periods and work when we did not act for you.
Advice given by Accountants:
The Company provides all accountancy advice for the client subscribed to the Package of Services.
Reliance on Advice:
The company will endeavour to record all advice on important matters in writing. Advice given orally, is not intended to be relied upon unless confirmed in writing. Therefore, if the company provides oral advice, e.g. during the course of a telephone conversation, and the client wishes to be able to rely on that advice, the client must ask for the advice to be confirmed in writing.
Money Laundering:
To help the company guard against financial crime it is obliged to comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, and the Terrorism Act 2000. These require the company to carry out identity verification checks before allowing use of the Service. The company may request and retain from you such information and documentation as is required for these purposes and/or make searches of appropriate databases and to report, in accordance with the relevant legislation and regulations. Carrying out an identity verification check will place a soft footprint on the client’s credit file but will not affect credit rating in any way.
If the company cannot adequately confirm the client (or the client’s officers’) identification in accordance with this legislation the company may refuse to offer the service
The company has a duty under section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if it knows, or has reasonable cause to suspect, that the client or anyone connected with the client’s business are or have been involved in money laundering. Failure on the company’s part to make a report where it has knowledge, or reasonable grounds for suspicion, would constitute a criminal offence.
The offence of money laundering is defined by Section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include such crimes as:-
- deliberate tax evasion;
- deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
- fraudulent claiming of benefits or grants; or
- obtaining a contract through bribery.
Clearly this list is by no means exhaustive.
The company is obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In fact, the company may commit the criminal offence of “tipping off” under Section 333 of the Proceeds of Crime Act if it were to inform you that a report had been made. In consequence, neither the Company’s principals nor staff may enter into any correspondence or discussions with the client regarding such matters.
Complaints
The company looks to provide the highest levels of customer service and the best accountancy advice at all times. The company deeply regrets any times where there is cause for complaint.
If the client is unhappy with the service, they should contact Brendan Lacey at Brendan.lacey@brendanlacey.co.uk.
Duration
The company will provide the package of services for a minimum duration of six months from the start date of the chargeable period. Thereafter the agreement will continue indefinitely until either party cancels in accordance with these terms and conditions.
Fees and Payment Terms
A subscription fee for use of the selected package of services is payable monthly, or annually in advance by the client. The subscription rates are posted on the website and these may be varied from time to time: please see the services page for the rates in force for the current month. Prices on the website are quoted in UK pounds Sterling and exclude VAT, which is also payable. The client will be notified of any changes to the current price plan. It is a requirement that all clients agree to have a direct monthly payment set up for payment of monthly subscription fees.
Non-payment
The company shall be under no obligation to provide the package of services if the subscription fee is not paid to the company on time.
If subscription fees become overdue the company reserves the right to suspend your access to the package of services until the balance is paid and the company may disengage as the client’s accountant and/or tax agent should outstanding fees remain so for longer than three months.
Suspension or termination
If the client fails to abide by these Terms of Service, if the company has reason to believe that the client have provided the company or HM Revenue & Customs with misleading information, in the event of the client’s insolvency, bankruptcy or other arrangement being reached with creditors, or trading standards, if payment of the subscription fees is not paid on time, or if the company is unable to contact the client, the company reserves the right to suspend or terminate this agreement.
If access to the services is terminated or withdrawn no refund will be payable. One month’s notice will be given prior to the suspension of an account after which time if any issue has not been resolved within the following month the company will take action to disengage as the client’s accountant and taxation agent.
Cancellation
During the first six months of the agreement, the client can cancel the agreement at any time, by writing to us at brendan.lacey@brendanlacey.co.uk and thereafter paying the balance of the first six month’s fees.
After the first six months, the client can cancel the agreement at any time by writing to brendan.lacey@brendanlacey.co.uk and giving one month’s notice of the intention to cancel.
No further subscription fees will be billed after one month and no refund will be made of any subscription fees already billed and paid.
Following the cancellation of the agreement, the company will have no further responsibility in relation to the preparation or filing of the client’s accounts, RTI filings, or any other return. As the client’s director you will have continued responsibilities and are solely responsible for identifying another service or accountant.
Financial Services
The company is not regulated by the Financial Services Authority to conduct financial reviews, or offer investment advice, so in agreeing to these terms the client consents to the company referring these activities to regulated and authorised Independent Financial Advisers.
Disclaimer IMPORTANT
This section restricts the extent to which the company is liable for any losses, which may be suffered in connection with the clients use of the package of services.
Exclusion of the company’s liability
The client uses the package of services entirely at it’s own risk. The company does not restrict our liability (if any) for personal injury or death resulting from the company’s negligence, for fraud committed by the company or for any matter, which it would be illegal to limit or to attempt to restrict. The company excludes all other liability and responsibility for any amount or kind of loss or damage arising in connection with the Service.
Limitation of the company’s liability
Neither party shall be liable under the agreement to the other party for indirect, special, exemplary, punitive or consequential damages including without limitation loss of goodwill, whether arising from negligence, breach of contract or otherwise. Where the company is not legally entitled to exclude it’s liability, the total liability for any loss or damage relating to the Service (or to the website generally) shall not exceed an amount equal to the subscription fees, which the client has paid to the company in the previous month.
Further provisions
These Terms together with the Fixed Price Agreement describe the entire agreement between the company and the client, and supersede any prior understandings or agreements. The company shall be entitled to assign or subcontract the rights and/or obligations under these Terms to another party. The client may not transfer any of the rights or obligations under these Terms without the company’s prior written consent. Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent.
Data Protection
The company will comply with the provisions of the Data Protection Act 1998 when processing personal data about the client and/or its corporate officers. In order to carry out the services of this engagement and for related purposes such as updating the enhancing client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about the client and/or its corporate officers.
Electronic and Other Communication
The company will communicate with the client and with third parties via email or by other electronic means, unless another method is more appropriate. The client will be responsible for virus checking emails and any attachments.
With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. The company uses 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 the company cannot be held responsible for damage or loss caused by viruses nor for communications, which are corrupted or altered after dispatch. Nor can the company accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material.
Any communication by the company sent through the post system is deemed to arrive at the client’s postal address two working days after the day that the document was sent.
Retention of and Access to Records
The client has a legal responsibility to retain documents and records relevant to it’s tax affairs. During the course of their work, the company may collect information from the client and others relevant to the client’s tax affairs. The company will return any original documents to the client, if requested, but will retain electronic copies of same. Documents and records relevant to the client’s tax affairs are required by law to be retained by individuals and companies for 6 years from the end of the accounting period. Whilst certain documents may legally belong to the client, the company may destroy correspondence and other papers that are stored with them, electronically or otherwise, which are more than 7 years old. The client must inform the company if return or retention of any specific documents for a longer period is required.
Applicable Law
These Terms of Service are governed by and construed in accordance with Scots’ Law and the parties agree to submit to the exclusive jurisdiction of the Courts of Scotland