Terms & Conditions

Introduction

These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in separate letters of engagement.

Applicable law and dispute resolution

The engagement letter, together with the schedule(s) of services and these terms of business, is governed by, and should be construed in accordance with, English law. Each party agrees that the Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it on any basis. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.

The parties agree that, in the event of a dispute or alleged breach, they will work together in good faith to resolve the matter internally and then, if necessary, to use a mutually agreed alternative dispute resolution technique prior to resorting to litigation.

We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.

Interpretation

If any provision of the engagement letter, schedule(s) of services or these terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or schedule(s) of services, the relevant provision in the engagement letter or schedule(s) of services will take precedence.

Bribery Act 2010

In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its partners and staff from offering or receiving bribes.

Money Laundering Regulations 2017

In accordance with the Proceeds of Crime Act, The Terrorism Act, Money Laundering Regulations 2017 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).

You also acknowledge that we are required to report directly to the NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.

As with other professional services firms, we are required to have appropriate risk-based policies and procedures for assessing and managing money laundering risks: this applies at the start of any business relationship and through the lifetime of the relationship. This includes undertaking appropriate customer due diligence. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

Copies of such records created as part of the client due diligence process, including any non-engagement documents relating to the client relationship and ongoing monitoring of it, will be retained by us for a period of five years after we cease to act for the business unless we are required to retain them under statutory obligation, or to retain them for legal proceedings, or you have consented to the retention, in which case the records will be retained for not more than 10 years.

Client identification

As with other professional services firms, we are required to identify and verify our clients for the purposes of the 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.

Period of engagement and termination

Unless otherwise agreed in the engagement letter, our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for any work done or advice given before that date.

Each of us may terminate our agreement by giving not less than 21 days’ notice in writing to the other party, except if you fail to cooperate with us or we have reason to believe that you have provided us with misleading information, in which case we may terminate this agreement immediately.

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

We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

In the event of termination of this engagement, 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 liable for any consequences arising from termination.

In the event of early termination of this engagement (including where you terminate a fixed-fee arrangement part way through), our fees will include time and other costs necessarily incurred to bring the engagement to an orderly conclusion. For fixed-fee or quoted-fee work, we may charge a fair and reasonable pro-rata amount based on the work already carried out, the time spent, and the level of risk and responsibility undertaken, together with any disbursements and third-party costs incurred on your behalf up to the date of termination.

We reserve the right to levy a charge for providing access to our working papers to a successor firm, either where we are legally obliged to do so or at your specific request.

Should we resign or be requested to resign, we may issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of twelve months or more, we may issue to your last known address a disengagement letter and thereby cease to act.

For the avoidance of doubt, all provisions relating to confidentiality, data protection, intellectual property, limitation of liability, indemnities, fee recovery, third-party rights, document and record handling, and any other provisions which by their nature are intended to continue, shall survive termination of this engagement.

Upon termination, we may, where appropriate, remove any agent authorities held with HMRC and other bodies without further notice.

On termination, we will deal with your data and information in line with the “Data Protection” and “Document and Record Handling” sections below. In summary:

• your original documents will be returned or, if that is not reasonably possible, stored or destroyed in line with our document retention policy;
• we will retain our own working papers;
• we may retain copies of client personal data where required for legal, regulatory or legitimate business purposes, after which it will be deleted or anonymised.

Professional rules and statutory obligations

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of our various professional bodies and accept instructions to act for you on the basis that we will act in accordance with those guidelines. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

Confidentiality

Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.

You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. This may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

In addition, if we act for other clients whose interests are or may be averse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.

You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.

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.

You agree that we may discuss your affairs openly with any other of your advisors unless you expressly instruct us to the contrary.

We reserve the right, for the purpose of promotional activity, training or for similar business purposes, to mention that you are a client. We will not disclose any confidential information.

If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained. We may occasionally need to make available certain of your data held on our systems to our software suppliers in order to resolve processing problems that we may encounter. You authorise us to disclose to our software suppliers such information and data that we hold in order that they may investigate and rectify any problems we have experienced with your data during its processing, unless you expressly instruct us to the contrary.

Data Protection

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);
• ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

We shall each be considered an independent Data Controller in relation to the client personal data which we may obtain in order to deliver our contractual services. 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 either:

(i) 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 https://www.uk-ccm.com/disclaimer
for this purpose);
(ii) 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
(iii) you have complied with the necessary requirements under the data protection legislation to enable you to do so.

Should you require any further details regarding our treatment of personal data, please in the first instance contact Andrew Barker.

We shall only process the client personal data:

(i) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
(ii) in order to comply with our legal or regulatory obligations; and
(iii) 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 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 company’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.

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;
• 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.

Upon the reasonable request of the other, we shall each cooperate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you.

Where we act as Data Processors

We shall both comply with all applicable requirements of the data protection legislation. This clause is in addition to, and does not relieve, remove or replace, either of our obligations under the data protection legislation.

We both acknowledge that for the purposes of the data protection legislation, you are the Data Controller and we are the Data Processor.

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;
• disclose and transfer the client personal data to members of our company’s network, our regulatory bodies or other third parties as required to provide services;
• disclose the client personal data to courts, government agencies and other third parties as required by law;
• maintain written records of our processing activities performed on your behalf;
• maintain commercially reasonable and appropriate security measures to protect the data;
• return or delete client personal data upon termination unless legally required to retain it;
• ensure that only authorised personnel have access and they are bound by confidentiality;
• notify you if we appoint a sub-processor (with your prior written consent);
• transfer data outside the EEA only in accordance with legislation;
• notify you of any data subject requests, regulatory notices or suspected breaches;
• notify you, without undue delay, in the event of a personal data breach;
• allow reasonable access for compliance review where justified;
• not alter, copy, duplicate or change client personal data without your authority.

You explicitly acknowledge and consent that we may use cloud computing services to store personal information and other data relating to you. We will use commercially reasonable security technologies to protect such information but cannot guarantee absolute security.

We shall only be responsible, subject to any limitation of liability clause, if a court determines that we did not take commercially reasonable measures to protect the personal information from unauthorised disclosure.

You will ensure that all necessary consents and notices are in place to enable the lawful transfer of client personal data to us.

On termination of the engagement, we may continue to process client personal data where necessary to comply with legal obligations, maintain business records, or defend legal claims. After the relevant retention periods have expired, we will securely delete or anonymise such data.

Electronic and other communication

Unless you instruct us otherwise we may, if appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is 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. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted in emails or by electronic storage devices.

Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or for communications which are corrupted or altered after despatch. Nor can we accept liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These are risks you must bear 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 paper mail, other than when electronic submission is mandatory.

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

Electronic approvals and signatures

You agree that electronic approvals and digital signatures (including confirmation by email, portal approval, or within third-party software) will be valid and binding for the purposes of this engagement and may be relied upon by us as if they were original handwritten signatures.

Fees

Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk. Billable time includes, without limitation, time spent on meetings, correspondence, internal discussions, file review, compliance checks, planning, liaison with third parties, and documentation related to your affairs.

If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.

We may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. All fee quotations are valid for 30 days. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

All fixed fees are quoted based on you or your bookkeeper accurately recording all transactions in our spreadsheet or on any recognised bookkeeping system. This means that all bank balances, assets and liabilities are recorded accurately within your bookkeeping system.

Fixed fees do not include bookkeeping. If your bookkeeping is not complete and accurate, or if your bookkeeping does not give a trial balance for us to work from, it will be necessary for us to carry out some bookkeeping prior to preparing VAT returns, management accounts or year-end accounts. Bookkeeping will be charged at our prevailing rates per hour depending on the level of skill required for the work. This will be invoiced soon after carrying out such work in addition to any fixed fee quoted.

Fixed fees do not include resolving problems, correcting work or recalculating work that has been carried out by you or your previous agents for past years. If it is found such work is required we would discuss the situation and additional fees with you prior to carrying out any such work.

When preparing accounts under a fixed fee arrangement we will make one set of amendments you require, and issue one full set of revised accounts and tax returns with no additional charge. If further information is provided after we have prepared the revised accounts we will charge a minimum of 20% of the annual fee for such amendments and providing further revised accounts. It is recommended that you provide full information relating to your business and income prior to us carrying out any accounting work.

We are committed to providing transparent and fair pricing for our fixed fee arrangements. As part of our ongoing efforts to ensure that our fees accurately reflect the value of the services we offer, we will conduct periodic fee reviews. These reviews are intended to maintain a balance between the quality of our services and the costs involved.

We understand the importance of clear communication with our valued clients, and therefore, we will keep you informed about any fee reviews that may occur. If, upon receiving a fee review notification, you find that the proposed changes do not appear fair and reasonable, we encourage you to voice your concerns. To ensure that your feedback is taken into consideration, please notify us at billing@uk-ccm.com
within 21 days of receiving the fee review communication.

It is crucial to understand that if you do not raise any objections to the fee review within the stipulated 21-day period, we will consider this as your acceptance of the proposed fee changes. We want to work together with you to ensure that our pricing remains equitable and reflective of the value you receive from our services.

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 a service 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.

Our fee arrangements and quotations may include Support. The type, scope and quantity of work included as support may be varied at any time by us and is entirely at our discretion and may be defined on an individual basis by us. Support does not include advice, carrying out research, or carrying out analysis.

If it is necessary to carry out work outside the agreed work outlined in any fixed fee arrangement it will involve additional fees. These fees will be computed on the basis of time spent by principals and our staff, and on the levels of skill and responsibility involved. If no fixed fee arrangement is in place then any work done will be calculated on this basis. A full list of the time spent and the charge-out rates used is available on request. Our normal hourly rates are set by us and reviewed annually. These are available on request.

Our terms relating to payment of amounts invoiced are full invoice payable on presentation. Prompt payment will be appreciated. Interest will be charged on all overdue debts at the rate stated on the invoice. Invoices must be paid in full before any report is signed by us and before the accounts are made available for filing. We reserve the right to terminate our engagement immediately if fees remain unpaid at the due date.

Our entitlement to fees is not contingent on the filing, submission or completion of any particular accounts, returns or deliverables; fees are due for work done and time and risk incurred.

Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices. Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.

It is our normal practice to ask clients to pay by monthly standing order or direct debit and to periodically adjust the monthly payment by reference to actual billings.

We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

In the case of a dispute over the level of fees charged we reserve the right to require that the matter is dealt with through arbitration.

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.

If, as a client, you are a non-natural person and are unable or unwilling to settle our fees we reserve the right to seek payment from the natural person (or parent entity) who gave us instructions on your behalf and we shall be entitled to enforce any fees due against them.

If you decide to disengage from us part way through an accounting or tax period, we reserve the right to charge you for such time as we have spent on your affairs at the point of disengagement based upon the degree of responsibility and skill involved, the importance and value of the advice that we provide, the risk level, and the time necessary to complete the work. For fixed-fee arrangements, this may include a fair and reasonable pro-rata fee reflecting the proportion of work completed up to the date of termination.

If we are required to take formal steps to recover unpaid fees, you agree to pay all reasonable costs and expenses incurred by us in doing so, including legal fees, court fees and debt recovery charges.

Lien

Insofar as we are permitted to 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, including any relevant interest, are paid in full.

Commissions and other benefits

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. Where this happens, we will notify you in writing of the amount and terms of payment, and receipt of any such commissions or benefits. The same will apply where the payment is made to, or the transactions are arranged by, a person or business connected with ours. The fees you would otherwise pay will not normally be reduced by the amount of the commissions or benefits. Where, exceptionally, we do reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission.

Client money

We may, from time to time, hold money on your behalf. Such money will be held in trust in a non-interest-bearing client bank account, which is segregated from the Company’s funds. You accept responsibility for the security of the money so held, and we will not be responsible to you for such money if the bank in question is unable to meet its responsibilities. The client bank account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of our professional bodies.

Any charges rendered by the bank on the operation of the client bank account relating to the money held in that account on your behalf, or on a separate client bank account designated to you, will be deducted as incurred.

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 company cease to practise, we may pay those monies to another party of our choice.

Reliance on advice

We 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 we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

Implementation

We will only assist with implementation of our advice if specifically instructed and agreed in writing.

Authority to act as agent

Where you authorise us to act as your agent with HMRC or any other regulatory body, you agree that we may correspond and communicate with that body using our professional judgement, without requiring your prior approval for each communication. We will keep you reasonably informed of material developments, but you authorise us to deal directly with such bodies on your behalf for the efficient conduct of your affairs.

Upon termination of this engagement, we may withdraw any agent authorities held with HMRC or other bodies without further notice.

Intellectual property rights

We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement, save where the law specifically provides otherwise.

You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.

Nothing in the engagement letter, schedule(s) of services or these terms of business shall be construed so as to prevent Carter Collins & Myer Limited from using techniques, expertise and ideas gained during the performance of the engagement in the furtherance of other client work. Such use must not result in a disclosure of confidential information in breach of the Data Protection provisions above or an infringement of any of your intellectual property rights.

Internal disputes within a client

In this clause:

• “Entity” means the client as defined in the engagement letter, where the client is other than a sole individual;
• “the Parties” means the individual(s) or other entity (or entities) who comprise the client, or are involved in the ownership or management of the client, and “Party” shall be construed accordingly;
• “the Main Contact” means the Party or Parties from whom we normally accept instructions in relation to the Entity.

If we become aware of a dispute between the Parties, it will normally be the case that our client is the Entity rather than any particular Party. Consequently, 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 normal contact address of the Entity for the attention of the Main Contact.

If we receive conflicting advice, information or instructions from different Parties, we will refer the matter back to the Main Contact as appropriate, and take no further action until the Main Contact has instructed us as to the action to be taken.

Investment advice

Carter Collins & Myer Limited are not authorised to give regulated advice regarding investments and therefore have an arrangement with Cheetham Jackson who are independent financial advisers and offer a full range of investment advice. They provide advice to clients of Carter Collins & Myer Limited through the vehicle of CCM Financial Planning and are able to provide you with a full range of advice on your wealth, protection and investments.

Advice given by Cheetham Jackson Financial Advisors is their responsibility and is regulated by the Financial Conduct Authority.

Cheetham Jackson receive remuneration for the advice provided. Carter Collins & Myer Limited receive income from Cheetham Jackson and use this to support the provision of information and assist with the smooth operation of the relationship. As we receive income from Cheetham Jackson, we will not charge fees in connection with our work done on your behalf with them.

Insolvency advice

If you need advice regarding insolvency we may have to refer you to an insolvency practitioner. We do not give insolvency advice.

Limitation of liability

We will provide our professional services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence, wilful default or breach of contract, subject to the maximum liability set out below.

Subject always to any statutory restrictions, and other than in respect of independent examinations of charities as set out in the final paragraph of this clause, our total aggregate liability to you and to any third party, however arising and whether in contract, tort (including negligence), breach of statutory duty or otherwise, in connection with any single engagement or series of connected engagements, shall in all circumstances be limited to a sum no greater than the total fees paid and payable to us for the specific engagement giving rise to the claim.

No advice or service provided by us guarantees any particular outcome, tax treatment or regulatory result. You acknowledge that all assessments, opinions and forecasts involve professional judgement and inherent uncertainty.

To the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from:

• the supply by you or others of incorrect or incomplete information;
• your or others’ failure to supply any appropriate information (at all or on a timely basis);
• your failure to act on our advice or respond promptly to communications from us or any public sector body (such as HMRC, Companies House etc.);
• your delays, errors or omissions, or those of your agents, in providing information, approvals or instructions.

We cannot be responsible for matters outside our control such as delay by a government department in dealing with an enquiry, IT failures by government departments, system outages, or the failure or interruption of third-party services.

Professional advice is often time-critical and 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 is still valid in light of any change in law or your circumstances. Furthermore, we will not accept any liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which we gave advice.

You accept full responsibility for the accuracy, completeness and integrity of any information, records and data supplied to us, whether directly or via third-party software or systems (including accounting packages and imports). You agree to hold harmless and indemnify us, our principals, subcontractors, consultants and staff, to the fullest extent permitted by law, for any loss suffered by you or us arising from any misrepresentation (intentional or unintentional), error, omission or corruption in such data, supplied by you or on your behalf, whether orally or in writing, in connection with this agreement.

You have agreed that you will not bring any claim in connection with services we provide to you against any of our principals, subcontractors, consultants or staff personally.

Our work is not, unless there is a legal or regulatory requirement, to be disclosed to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. Any person who is 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.

You agree to indemnify us and our agents in respect of any claim (including 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 payment at our usual rates for the time that we spend in defending it.

Other than where we act as an independent examiner in respect of a charity, the company’s liability as defined above, which has arisen from an action or inaction by the company, is limited to the fee paid for the work engaged and fully paid for by you, irrespective of whether this gives rise to one or multiple claims. Regarding independent examination on charities our liability is unlimited.

Each of the limitations and exclusions in this “Limitation of liability” section, and in the “Limitation of Third Party Rights” section below, shall be treated as separate and severable provisions. If any limitation, exclusion or other provision is found by a court or other competent authority to be invalid, unlawful or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, lawful and enforceable (or, if such modification is not possible, deleted), and the remaining provisions shall continue in full force and effect.

Limitation of Third Party Rights

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.

If it is proposed that any documents or statements which refer to our name are to be circulated to third parties, please consult us before they are issued.

Each exclusion of liability to a third party in this clause shall be construed as separate and severable. If any part of this clause is found to be invalid or unenforceable, that will not affect the validity or enforceability of the remaining parts.

Document and Record Handling

During the course of our professional engagements, it may be necessary for us to collect relevant information from our clients and other sources pertinent to their affairs. This information may include original documents that pertain to their business, legal, financial, or personal matters.

We are committed to promptly returning original documents to our clients as soon as there is no longer any valid reason for us to retain them. Our document return process adheres to the following methods:

• Recorded Delivery Service of Royal Mail: We use the reputable recorded delivery service provided by Royal Mail for the secure and traceable return of original documents. This ensures that the return process is transparent, accountable, and reliable.
• Courier Service: In cases where the sensitivity, volume, or urgency of the documents requires, we may opt for a reputable courier service to ensure the safe and timely return of original documents.

While we strive to maintain the utmost care and diligence in handling original documents, we must clarify that we cannot accept any liability, in any form, for items lost or damaged during the return process. This limitation of liability extends to items lost or damaged by third parties involved in the delivery process, including but not limited to Royal Mail and courier services.

In the rare circumstance where we are unable to return the records to you and are forced to store them on your behalf, we will apply a storage fee of £30 per month for each month the documents are held after we have attempted to return them. This charge is intended to cover the costs associated with document storage, maintenance, and administration.

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

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. Documents and records relevant to your affairs are required by law to be retained as follows:

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

These periods may be extended if HM Revenue & Customs enquire into any accounts or returns.

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. You must tell us if you require the return or retention of any specific documents for a longer period.

On termination of the engagement, our handling of your documents and data will follow this section and the Data Protection section. In plain terms:

• your original records will be returned where reasonably practicable;
• our working papers and internal files will remain our property; and
• we will retain or delete copies of your records in line with statutory, regulatory and professional guidance.

Employees

“Related Party” or “Related Parties” in this clause shall include your related parties or connected parties, including but not limited to your parent, subsidiaries, any holding companies, any subsidiary of any holding company, assigns, transferees, representatives, principals, agents, officers, directors, and entities in which you share common directorships, partnerships, memberships or shareholdings.

Our members of staff are allocated to work on your affairs on the understanding that you and your Related Parties will not offer employment to, nor employ, or solicit employment of any of our members of staff who have either been involved during our assignment, or with whom you have been dealing in any other capacity, unless our prior written consent is obtained. Whether or not such consent is given, we reserve the right to invoice you 30% (plus VAT) of the annual salary of the member of staff under his or her employment with you or your Related Party (to be disclosed by you or your Related Parties without delay). You shall pay such invoice within 30 days of receipt. The invoice shall be payable by you notwithstanding the fact that any offer of employment was not on your behalf and was by a Related Party.

Independence of the parties

In connection with this engagement, each party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the parties for any purpose, except as agreed in writing.

Delay in enforcement of terms

The delay or failure by any party to exercise or enforce any of its rights under this engagement shall not constitute or be deemed a waiver of that party’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Force majeure

We will not be liable for any delay or failure to perform our obligations under this engagement where such delay or failure is caused by events or circumstances beyond our reasonable control. These may include, but are not limited to, acts of God, fire, flood, epidemic or pandemic, strikes, industrial disputes, interruption or failure of power or communications systems, failure of third-party software or services, or delays by government departments or agencies.

Assignment

You may not assign, transfer or novate any of your rights or obligations under this engagement without our prior written consent. We may assign or novate our rights and obligations to a successor firm or entity on giving you reasonable notice.

Provision of Services Regulations 2009

In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices upon request.

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013

Where this engagement is with a private individual and the Regulations apply (for example, where the contract is concluded off-premises or at a distance), we confirm that we have complied with the provisions of Regulations 9 to 14 and Regulation 16.

Consumer cancellation rights – 14-day “cooling-off” period

If you are a consumer and the engagement is covered by the Consumer Contracts Regulations, you will normally have a legal right to cancel the contract within 14 days without giving any reason.

• The cancellation period will expire 14 days after the day on which you indicate your acceptance of our engagement letter.
• To exercise this right, you must inform us of your decision to cancel the contract by a clear statement. You can do this by emailing james.green@uk-ccm.com or writing to: Carter Collins & Myer Limited, Chichester House, 2 Chichester Street, Rochdale OL16 2AX.
• You may use any wording you wish, but you should state your name, address, the date of your acceptance of our engagement, and that you wish to cancel the contract.

If you cancel the contract within the 14-day period and we have not yet started providing services, you will not be charged and any payments already made by you will be refunded without undue delay and in any event within 14 days of your cancellation.

If you ask us to start work during the 14-day cancellation period (for example, by signing and returning the engagement letter and asking us to start immediately, or by providing information and instructions which we reasonably rely on as your request to begin work), you acknowledge that:

• you may lose your right to cancel once the service has been fully performed; and
• if you then cancel within the 14-day period but after we have started work, we will be entitled to charge you a proportionate amount for the services already supplied up to the point when you communicated your cancellation.

This proportionate charge will be calculated on a fair basis, taking account of:

• the work actually carried out;
• time spent by staff and principals;
• the complexity, urgency and risk involved; and
• any disbursements or third-party costs we have incurred on your behalf.

Any amount already paid by you which exceeds the value of the work performed will be refunded; any shortfall will be payable by you.

If you have requested that we begin providing services during the cancellation period and the services are fully performed before you exercise your right to cancel, you will no longer have the right to cancel in respect of those services.

These consumer cancellation rights are separate from, and in addition to, any rights either of us may have to terminate the engagement under the “Period of engagement and termination” section above.

Quality control

As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by a independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and staff. If you have concerns with the service you have received please email: james.green@uk-ccm.com
with the full details of your situation and we will respond to you within 21 days.

Timing of our service

If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising. We will not be liable for any penalties, interest, surcharges or losses arising from delays, errors or omissions caused by you or your agents in providing information, approvals or instructions.

Review, variation and updates

These terms and conditions will be reviewed periodically to ensure their continued relevance and alignment with legal and industry developments. We reserve the right to amend these terms by giving you notice. Any updates or amendments to these terms and conditions will be communicated to our clients in a timely manner, and your continued instructions to us after such notice will constitute your acceptance of the updated terms.

Consumer duty

We undertake to provide our services in a manner consistent with the FCA’s Consumer Duty principles (where applicable) and with general fair-treatment obligations. This includes acting in good faith, avoiding causing foreseeable harm, and enabling you to make informed decisions. However, you remain responsible for your own financial decisions and for seeking regulated advice from appropriately authorised firms where required.

General interpretive clause

Headings in these terms and conditions are for convenience only and do not affect interpretation. References to legislation include updates, amendments and successor law. Words in the singular include the plural and vice versa. References to persons include corporations, partnerships and any other legal entity.

Entire agreement

The engagement letter, the schedule(s) of services, and these terms and conditions constitute the entire agreement between us and supersede any prior discussions, correspondence, or understandings. No variation to this agreement will be effective unless agreed in writing by both parties.

Severability

If any provision of this agreement is held to be void, invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

Law and jurisdiction

These terms and conditions, together with the engagement letter and schedule(s) of services, are governed by and shall be construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising from or in connection with this agreement, including disputes relating to its existence, validity or termination.

Acceptance of terms

By continuing to instruct us after receiving these terms and conditions, or by signing and returning the engagement letter, you are deemed to have accepted and agreed to be bound by them.