Terms of Business — United Kingdom

These Terms of Business apply to all services provided by Sterling & Hunter Limited and form part of your engagement with us, together with your Letter of Engagement, the Schedule of Services at Appendix A, the Fee Schedule at Appendix B, and our Privacy Notice. They are numbered separately from the clauses of the Letter of Engagement.

Where your Letter of Engagement or the Schedule of Services differs from these terms on a point, the Letter of Engagement or the Schedule takes precedence.

In these terms, "you" and "your" mean the client named in the Letter of Engagement, and "we", "us" and "our" mean Sterling & Hunter Limited.

We observe and act in accordance with the bye-laws, regulations and ethical guidelines of [PROFESSIONAL BODY], and we accept instructions to act for you on that basis. A copy of those requirements is available from us on request.

We follow Professional Conduct in Relation to Taxation. We will not undertake tax planning that breaches those standards, and we will comply with the general anti-abuse rule and the targeted anti-avoidance rules.

You are responsible for telling us about any error, omission or inaccuracy in a return that you become aware of after it has been submitted, so that we can help you make a voluntary disclosure.

You authorise us 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 a statutory or regulatory obligation.

Where we prepare accounts, we will prepare them from the records and information you supply. Unless we expressly agree otherwise in writing, our work is not an audit and gives no assurance that the records are free from material misstatement, irregularity or error.

We will not seek independent evidence to support the entries in the records, or to prove the existence, ownership or valuation of assets, or the completeness of income, liabilities or disclosure. We will not assess the reasonableness of estimates made in preparing the accounts.

We have a professional duty to prepare accounts that conform with generally accepted accounting principles and, for a company, with the disclosure requirements of the Companies Act 2006. Where we identify that the accounts do not conform, we will tell you and suggest amendments before they are published. We have a professional responsibility not to allow our name to be associated with accounts that may be misleading, and in a case that cannot be resolved we will withdraw from the engagement and write to you with our reasons.

Where bookkeeping is included, our role is to process the information supplied to us. You remain responsible for the underlying transactions and for keeping the supporting records.

As part of our normal procedures we may ask you to confirm in writing any oral information and explanations you have given us.

We will prepare the agreed tax returns from the information you supply, and submit them where we are authorised to do so and where all required information, approvals and authorisations have been received.

We are not responsible for penalties, interest or additional tax arising from late, incomplete, inaccurate or misleading information supplied by you, or from your failure to act on information or advice we have provided.

Advisory work is provided only where specifically agreed. Our advice is based on the facts and circumstances known to us at the date it is given.

Tax legislation, HMRC practice and commercial circumstances change. Because rules change, you must ask us to confirm any advice already given if a transaction is delayed, or if a similar transaction is to be undertaken later.

We will only assist with implementing our advice where you specifically instruct us and we agree in writing.

Investment business is regulated under the Financial Services and Markets Act 2000. We are not authorised by the Financial Conduct Authority to carry on regulated investment business, and we do not give investment advice. Nothing in our work should be treated as a personal recommendation to buy, sell or hold any investment or financial product.

If you need advice on investments, pensions, insurance or mortgages, we will refer you to someone authorised by the Financial Conduct Authority or licensed by a designated professional body. Any such adviser is engaged by you directly and is responsible for their own advice.

In some circumstances we may receive a commission or other benefit for an introduction to another professional, or in relation to a transaction we arrange for you.

Where that happens, we will tell you in writing the amount, the terms of payment and the receipt of any such commission or benefit before you decide whether to proceed.

Sterling & Hunter uses artificial intelligence, machine learning, automation, document-processing technology, data analytics, cloud software and other technology in delivering our services.

You authorise us to use appropriate technology of this kind for legitimate professional and business purposes connected with your engagement, including:

• Document and data extraction.
• Bookkeeping and transaction processing.
• Bank and account reconciliation.
• Data analysis and identification of anomalies.
• Accounting and tax research assistance.
• Preparation of working papers, summaries, drafts and correspondence.
• Workflow and administrative automation.
• Quality control and analytical procedures.
• Other technology-assisted processes reasonably connected with our services.

Artificial intelligence and automated systems can produce inaccurate or incomplete output. Where it matters to the nature of the service, we apply professional skill and human review before relying on that output for professional purposes.

You acknowledge that the use of appropriate technology is part of how we deliver our services. We will take reasonable steps to protect confidential and personal information in line with our confidentiality, data protection and information security obligations.

Nothing in this clause transfers your statutory responsibilities to Sterling & Hunter, and the use of these tools is not an assurance that our work will be free from error.

Communication between us is confidential. We will take all reasonable steps not to disclose your information, except where we are required to disclose it or where our Privacy Notice provides for it. Unless you authorise us to disclose information on your behalf, this undertaking applies both during and after your engagement.

We may on occasion subcontract work on your affairs to other tax or accounting professionals. Any subcontractor is bound by our client confidentiality and security terms.

We may use third-party software and service providers, including cloud accounting, document management, automation and technology providers, where this is reasonably necessary to deliver the agreed services. We take reasonable steps to satisfy ourselves that those providers apply appropriate security and confidentiality standards.

We process personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018, and in accordance with our Privacy Notice. Sterling & Hunter Limited is the data controller for the personal data we hold about you and is registered with the Information Commissioner’s Office under registration number [ICO REGISTRATION NUMBER].

Where consent is relied on as the basis for processing personal data, that consent will be addressed expressly in your acceptance of the Letter of Engagement.

Where you provide us with personal data about other people, such as employees, directors, shareholders or family members, you confirm that you are entitled to do so and that those individuals have been given the information they are entitled to receive about how their data will be used.

We are required to comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and the professional requirements that apply to us.

Verification

Before starting or continuing certain services, we may need to identify and verify you, and your directors, beneficial owners, shareholders, trustees, partners or other relevant persons. Save in exceptional circumstances, we cannot start work until this has been done.

We may ask for identification, proof of address, ownership and control information, source of funds and source of wealth information, and other information required for compliance purposes. We may also search appropriate databases and use electronic identity, sanctions and other checks, and retain the results.

Reporting obligations

We have a legal duty to report knowledge or suspicion of money laundering or terrorist financing to the National Crime Agency. We are not permitted to tell you that a report has been made, or to discuss the reasons for it, because doing so may amount to the criminal offence of tipping off.

We may also be required to stop work on your affairs without explanation while a report is considered. You agree that we are not liable to you for any loss arising from us complying with these obligations.

Our fees reflect the scope and complexity of the services, the level of skill and responsibility required, the volume of work, the importance and value of the advice, the risk involved and other relevant circumstances. Your agreed fees are set out in the Fee Schedule.

Where we give you an estimate of our fees for a piece of work, that estimate is not contractually binding unless we say expressly that it is. Where we quote a fixed fee, we will not normally fix fees more than a year ahead, because a quote needs reviewing in the light of events. If it becomes clear that a quote is inadequate because of something we could not have foreseen, we may give you a revised figure and ask you to agree it.

Annual and recurring services

Where you have engaged us on an annual or recurring service package, the agreed fee is an annual fee and is payable in advance.

Where we agree to collect the annual fee by Direct Debit in monthly or other instalments, those instalments are a payment arrangement for the annual service. They do not convert the engagement into a month-to-month contract.

The first payment must normally be received before work commences. If a Direct Debit payment fails, is cancelled or is reversed, we may suspend work until payment is brought up to date, and we may require a different payment arrangement.

Unless we expressly agree otherwise in writing, the annual engagement is a commitment for the agreed service period.

Advisory and project services

Unless we expressly agree otherwise in writing, advisory, consultancy, project-based and one-off services must be paid for in full in advance. We are not required to begin substantive work until cleared funds have been received.

For larger projects, staged payments may be agreed. Each stage must be paid before that stage of the work begins. If the scope of an advisory assignment changes materially, we may issue a revised quotation and require payment before carrying out the additional work.

Additional work

Work outside the agreed scope may be charged separately. Where additional services are likely to exceed [THRESHOLD], we will issue a separate letter of engagement setting out the scope and the fee. Below that figure we will normally tell you before we carry out the work and agree the additional fee with you.

Additional work may include historic bookkeeping, reconstruction of records, complex tax computations, HMRC enquiries and investigations, urgent work, corrections arising from incomplete records, specialist research, and transactions outside the agreed service.

Invoices, disputes and overdue fees

Our fees are exclusive of VAT, which is added where it is chargeable. Disbursements and expenses we incur on your behalf are added to our invoices where appropriate. Unless we agree otherwise, our fees do not include the cost of any third party, counsel or other professional.

If you do not accept that an invoiced fee is fair and reasonable, you must tell us within 21 days of receiving it. If you do not, you will be taken to have accepted that payment is due.

Where you contract with us in the course of a business, we may charge interest on late-paid invoices at 8 percent above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, and recover reasonable costs of pursuing the debt. We will exercise these rights only where it is fair and reasonable to do so.

If fees are overdue, we may suspend our services or cease to act for you on written notice, subject to applicable legal and professional requirements. Suspension or termination does not remove your responsibility to meet statutory filing and payment deadlines.

You may be entitled to help with our fees under a fee protection insurance policy or through membership of a professional or trade body, particularly for an HMRC enquiry. Unless we arranged that cover, you need to tell us it exists. You remain liable for our fees whether or not an insurer pays part or all of them.

We do not ordinarily hold money on behalf of clients.

If we do hold money on your behalf, it will be held in trust in a client bank account separate from our own funds, and operated in accordance with the client money rules of our professional body. You authorise us to settle our agreed fees from any money we hold on your behalf.

So far as we are permitted by law and by our professional requirements, we may exercise a lien over funds, documents and records in our possession relating to your engagements until all outstanding fees and disbursements have been paid in full.

We will normally communicate with you, and with any third party you instruct us to deal with, by email or other electronic means, and through the cloud software and portals used in the engagement.

Electronic communication carries a risk of non-receipt, delayed receipt, misdirection, corruption and interception. We use virus-scanning software, but electronic communication is not entirely secure, and the recipient is responsible for virus-checking emails and attachments. We are not liable for damage or loss caused by viruses, or for communications corrupted or altered after despatch, or for accidental errors relating to this means of communication, unless caused by our negligence.

If you do not wish to accept these risks, tell us and we will communicate by hard copy, except where electronic submission is mandatory.

Anything we send you by post is treated as arriving two working days after the day it was sent.

When we access information held electronically by HMRC, we may have access to more information than we need. We will only access the records reasonably required to carry out our work for you.

You must keep us up to date with accurate contact details, so that communications and papers are not sent to the wrong address.

If we become aware of a dispute between the people who own or manage a business client, and our client is the business, we will not provide information or services to one party without the express knowledge and permission of all parties.

Unless all parties agree otherwise, we will continue to supply information to the registered office for the attention of the directors. If we receive conflicting advice, information or instructions from different directors, we will refer the matter back to the board and take no further action until the board has agreed what should be done.

Our accounts, tax returns, reports, advice and other work are prepared for you and for the purposes agreed in your engagement, and are for your sole use.

No third party may rely on our work unless we have expressly agreed in writing that they may do so. We accept no responsibility to any third party, including any group company to which the Letter of Engagement is not addressed, for material produced as part of our work for you that you make available to them.

A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Sterling & Hunter retains ownership of, and copyright in, its templates, methodologies, systems, processes, know-how, software, automation, working papers and pre-existing intellectual property, and in any document prepared by us during the engagement, except where the law provides otherwise.

Once all fees due have been paid, you may use the documents we have specifically prepared for you for your own business or personal purposes. You may not commercially reproduce or distribute our proprietary materials without our written permission.

We will provide our services with reasonable care and skill. Subject to applicable law, our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence, fraud or wilful default.

Aggregate limit

Our total liability in connection with your engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in aggregate to [LIABILITY CAP]. That sum is the maximum aggregate liability of Sterling & Hunter Limited, its directors, agents and employees to every person to whom the Letter of Engagement is addressed, and to any other person we have agreed may rely on our work.

You agree that you will not bring a claim of a kind covered by that limit against any of our directors or employees personally.

Losses caused by others

We will not be liable for losses, penalties, interest, additional tax or other costs caused by the acts or omissions of any other person, by incomplete, misleading or false information provided to us, by a failure to act on our advice, or by a failure to give us relevant information. Where we refer you to another firm that you engage directly, we accept no responsibility for their work.

Circumstances beyond our control

We will not be liable for any delay or failure to perform our obligations caused by circumstances outside our reasonable control, or by changes in legislation or HMRC practice after our advice was given.

Non-disclosure and misrepresentation

We will not be liable for loss, damage or expense arising where information material to the service is withheld or concealed from us, or misrepresented to us. This exclusion does not apply where the withholding, concealment or misrepresentation should have been evident to us in carrying out the agreed procedures with reasonable care and skill.

Unauthorised disclosure

You agree to indemnify us and our agents against any claim, including a claim in negligence, arising out of unauthorised disclosure by you, or by anyone for whom you are responsible, of our advice and opinions. The indemnity extends to the cost of defending the claim, including our time at our usual rates.

What cannot be excluded

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

Where a conflict of interest arises that can be addressed by suitable safeguards to protect your interests, we will adopt those safeguards.

We may act for other clients whose interests differ from or are adverse to yours, subject to our obligations of confidentiality. Where a conflict cannot be managed in a way that protects your interests, we will tell you promptly and we may be unable to provide further services.

We are committed to providing a high-quality service that is both efficient and effective. If you are unhappy with any part of it, please raise the matter promptly with your usual Sterling & Hunter contact so that we can look into it.

If the matter is not resolved to your satisfaction, please write to [COMPLAINTS CONTACT NAME AND EMAIL]. Where your complaint concerns that person, please write instead to [ALTERNATIVE COMPLAINTS CONTACT]. We will acknowledge your complaint within five working days and give you a full written response within 30 days, or explain why we need longer.

If you remain dissatisfied, you may refer the matter to our professional body, [PROFESSIONAL BODY AND COMPLAINTS ROUTE]. Nothing in this clause affects any rights available to you under applicable law or professional regulation.

Unless otherwise agreed in the Letter of Engagement, our work begins when we receive your acceptance of that letter. Except as stated in it, we are not responsible for periods before that date.

Either party may terminate by giving not less than 21 days’ written notice. We may terminate immediately where you fail to cooperate, fail to provide required information, provide false or misleading information to us or to HMRC, fail to complete the required anti-money laundering verification, fail to pay our fees, or where continuing to act would breach a legal, regulatory or professional requirement.

Where we are engaged for a one-off piece of work, the engagement ends as soon as that work is completed, and the date of completion is the termination date. Where the work is recurring, the engagement ends 21 days after notice of termination, or on a later date we agree with you. We owe you no duties beyond the termination date and will not undertake further work after it.

On termination we will try to agree with you the arrangements for completing any work in progress, unless legal or regulatory reasons require us to stop immediately. In that event we are not required to carry out further work and are not liable for any consequence of the termination.

We will normally issue a disengagement letter when we resign or are asked to resign, so that our respective responsibilities are clear. If we have no contact from you for two months or more, we may send a disengagement letter to your last known address and cease to act.

Termination does not affect rights or liabilities that accrued before it. Fees for work properly undertaken remain payable. Where an annual service has been paid in advance, the treatment of unused services or any refund will be dealt with in accordance with the Fee Schedule and the circumstances of termination.

You have a legal responsibility to retain the documents and records relevant to your tax affairs. The statutory minimum retention periods are:

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

We will return original documents to you on request. Although certain documents belong to you, we may destroy correspondence and other papers we hold, electronically or otherwise, that are more than seven years old, including your documents if you have not reclaimed them within that period. Tell us in writing if you need a specific document returned or retained for longer.

Following termination for any reason, we may destroy documents we have been unable to return to you after six months, unless another law or regulation requires otherwise.

When we cease to act, we will seek to agree the position on access to cloud accounting records so that your service continues. That may require you to engage the software provider directly and pay for the service separately.

In accordance with our professional body requirements and the Provision of Services Regulations 2009, we hold professional indemnity insurance. Details of the insurer and the territorial coverage are available from us on request.

Our files may be reviewed as part of a quality control or practice assurance review carried out by our professional body or by an independent reviewer. Any reviewer is bound by the same duty of confidentiality.

Please tell us in writing if you do not wish your files to be included in such a review.

We are not responsible for any delay or failure to perform caused by circumstances reasonably outside our control, including system or software outages, cyber incidents, failures by HMRC or Companies House, natural events, war, government action, and third-party failures.

Where such an event occurs, we will tell you as soon as we reasonably can and agree with you how the work should proceed.

Formal notices under this agreement should be sent to the contact details given in the Letter of Engagement, or to any address notified in writing afterwards. Electronic notice is acceptable where appropriate.

If any provision of the Letter of Engagement, the Schedule of Services or these terms is held to be void, that provision is treated as not forming part of the contract, and the rest of the agreement is interpreted as if it had never been included.

Headings are for convenience and do not affect interpretation.

We may update these Terms of Business from time to time. We will tell you in writing if we do, and the updated terms will apply from the date stated in that notice.

Changes will not apply retrospectively to work already completed.

Your Letter of Engagement, the Schedule of Services and these terms are governed by, and are to be construed in accordance with, the law and practice of England.

Each party agrees that the courts of England and Wales have exclusive jurisdiction over any claim, dispute or difference concerning the engagement and any matter arising from it. Each party irrevocably waives any right to object to proceedings being brought in those courts, to argue that they are an inappropriate forum, or to claim that they do not have jurisdiction.