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Standard Terms and Conditions of Business for Accounting and Tax Compliance Services to be provided by Brookson Limited

DEFINITIONS

“Conditions”   These terms and conditions  

“Letter of Engagement”  The covering letter including Schedule 1 attached to these Conditions

“Terms of Engagement”  The terms and conditions which incorporate the Letter of Engagement and these Conditions

"Money Laundering Law" The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 and any other relevant law, including any amendment, extension, application or re-enactment and including any subordinate legislation

“Services”   The services to be provided by us to you as set out in the Letter of Engagement

“We” “us” “Brookson”  Brookson Limited; wholly owned subsidiary of Brookson Group Limited (Company No. 05953666)

“you”   The company to which we are providing the Services as defined in the Letter of Engagement

1. The Terms of Engagement
These Terms of Engagement shall apply in respect of the provisions of our Services and all work carried out by us will be governed by them. We reserve the right to vary these Terms of Engagement from time to time upon giving no less than one month’s written notice before any changes taking effect.

2. Professional rules and practice guidelines
We will observe the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales. We accept instructions to act for you on the basis that we will act in accordance with the same. You can see copies of these requirements by visiting our offices or the internet at www.icaew.com/regulations 

3. Introductions to third parties and Investment advice
3.1 If during the provision of Services to you, you require advice which is outside of our remit or expertise, we may have to refer you to someone who is authorised and regulated to provide such advice. For example, if you require investment advice, we will refer you to someone who is authorised and regulated by the Financial Services Authority, as we are not authorised to give such advice.
3.2 Any information or advice provided by our business partners, associates or affiliates (whether listed above or otherwise) will be entirely independent of Brookson and specific to your circumstances. We will not, nor would we seek to, influence the advice provided or the factual background upon which the advice is given without your prior consent. You are free to raise questions at any time in relation to any aspect of the transaction and are under no obligation to obtain advice from anyone listed below.
3.3 Brookson provide introductions to certain third parties during the course of business. Where those introductions lead to business, Brookson may receive and retain commission in return for the introduction and the administrative support provided.
Commissions are receivable by us as follows:

3.3.1 Kingsbridge Insurance
Brookson will receive approximately 2.5% of the premium payable on your policy.

3.3.2 Brookson Financial Services Limited (“BFS”)
The Brookson Group holds an interest in 50% of the shares of BFS.  Brookson will receive up to half of the commission payable on any business written by BFS. The actual amount of any such commission will be communicated to you in the correspondence you receive in connection with the transaction.

3.3.3 Legal Services
(a) We are not authorised or regulated to provide legal services and would recommend that you only seek legal advice from people, firms or organisations who are appropriately authorised and regulated to provide such advice. The provision of legal advice is clearly outside the scope of our remit or expertise and where your circumstances require such advice we may refer you to one of our panel of solicitors.  Details of our panel are available on our website www.brookson.co.uk. We reserve the right to make changes to our panel of solicitors as we see fit. However, any changes or appointments to our panel will be made in the interests of all of our customers. For the avoidance of doubt, you are not obliged to seek legal advice from our panel solicitors.
(b) We can confirm that no commission payments are made or received in respect of introductions to our panel of solicitors.
(c) We currently share business premises and have a financial arrangement in place with Brookson Legal Services for the provision of equipment, secondment of staff and business loans. Whilst this financial arrangement involves Brookson Legal Services paying monies to Brookson Limited in respect of these items, it is not possible to quantify the amount paid by reference to any specific introduction as we do not receive any payments for clients we refer.

3.3.4 Banking services
Where Brookson have assisted with the completion of forms necessary for opening bank accounts, an administration fee may be receivable to cover our costs. These arrangements are currently in place with HSBC. Expected commissions are around £50 per account.
3.4  By agreeing to these Engagement Terms, you confirm that you consent to our receiving and retaining the commissions as set out above.
3.5  Where commissions other than those set out above are receivable by us, we or the third party involved will write to you directly providing you with details of the proposed commission to be paid should any business be written.  By agreeing to these Terms of Engagement, you confirm that when we write to you in this regard, you consent to our receiving and retaining such commissions.

4. Fees
4.1 Unless otherwise specifically provided for in the Letter of Engagement, our fees are calculated on the basis of the time spent on your affairs by the principals and staff and on the levels of skill or responsibility involved. Our fees will be billed weekly or monthly and will be payable immediately. 
4.2 Unless otherwise specifically provided for in the Letter of Engagement, all fees and expenses will be subject to VAT which we will add to our invoices at the appropriate rate. 
4.3 If we need to do work outside the responsibilities outlined in our Letter of Engagement, or undertake work as a matter of urgency or during unsociable hours (for example between the hours of 6pm and 8am Monday to Friday, at weekends or on bank holidays) we will advise you in advance. This will involve additional fees which will be invoiced separately.
4.4 We ask clients to pay a proportion of their fee on a weekly or monthly basis, by direct debit. Payments will be applied to fees for work agreed in our Letter of Engagement for the current and ensuing years.  We should be grateful if you would pay regularly.
4.5 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed are outstanding at our complete discretion. We will of course notify you should we terminate our engagement.
4.6 All sums payable to us under the Terms of Engagement shall become due and immediately payable upon termination, notwithstanding any other provisions contained within these Terms of Engagement.  This condition is without prejudice to any right to claim interest in accordance with clause 4.5 above.
4.7 Each of your directors and officers agree that in the event that our fees or other debts owing to us remain unpaid for a period of 90 days, each of your directors and officers will be jointly and severally personally responsible for amounts owed to us and will immediately on demand pay all outstanding amounts on a joint and several basis. 
4.8 We may set off any liability that you may have to us against any liability that we may have to you.

5. Records
5.1 During our work we will collect information from you and others acting on your behalf.  Any original documents that we hold on your behalf, will be stored for a maximum period of 6 years from the 31 January following the end of the tax year to which they relate.  Where you are in possession of original documents you should retain them for the same period. This period can be extended if the H M Revenue & Customs enquire into your tax return and you should seek specific advice from us in this regard. 
5.2 You must make available to us, at such times as we may request, all records and documents that we may need to enable us to provide the Services to you. It is your responsibility to ensure that such information is accurate and complete and not misleading or fraudulent.
5.3 Unless you provide us with written instructions to the contrary, we will destroy correspondence and other papers relating to you, your business and your accounts which are more than seven years old. You must instruct us in writing if you would prefer that we retain any document longer than seven years.
5.4 We reserve the right to charge a storage fee in respect of any documents retained on your behalf.

6. Conflicts of interest and independence
During our engagement, we reserve the right to act for other clients whose interests are or may be adverse to yours, subject to clauses 7 and 9 below. We will notify you immediately should we become aware of any conflict of interest which may affect our relationship.

7. Confidentiality
7.1 We confirm that where you give us confidential information we shall undertake reasonable endeavours to keep it confidential. However, we reserve the right to disclose any confidential information to any person, firm, court, authority or regulator as required by law or as provided for in regulatory, ethical or other professional guidance which may govern our business of the Services we provide.
7.2 You also agree to keep confidential all reports and advice which are provided or disclosed by us for the purposes of providing Services to you. You also agree to restrict disclosure of any reports or advice to your officers or employees as required for the sole purposes of discharging your obligations or otherwise as required by law.  
7.4 We reserve the right to subcontract some services to third parties at our discretion. Where we do this, we will need to provide them with information regarding you and your directors and officers.  We will inform them of their responsibilities with regard to confidential information as outlined in this section.

8. Intellectual Property
All intellectual property rights in documents and materials generated by us in connection with the engagement shall be owned by us.

9. Data Protection Act 1998
9.1 To enable us to discharge the Services and for other related purposes including updating and enhancing client records, analysis for management purposes, the provision of statutory returns, crime prevention and legal and regulatory compliance, we may obtain, store, use, process and disclose personal and financial data ("Information") about you your officers and employees.
9.2 We may give Information about you to third parties who provide a service to us or are acting as our agents. This will only be done on the basis that they will keep the Information confidential.  Such third parties include, but are not limited to, those listed in Schedule 1.
9.3 We confirm when processing data on your behalf we will comply with the Data Protection Act 1998.

10. Proceeds of crime and money laundering
10.1 In common with all accountancy and legal practices we are required by the Money Laundering legislation to:
- have identification procedures for all new clients;
- maintain records of identification evidence for all clients (this may require us to obtain further identification from you from time to time); and
- report suspicious activities in accordance with our obligations imposed as a result of our membership of the ICAEW and any relevant legislation.
10.2 Although under English Law we are not required to obtain your consent for these purposes, we are informing you, as a matter of courtesy, that, in order to verify any information you provide us we may make searches about you with various publicly available electronic databases, including credit reference or fraud prevention agencies.

11. Quality control
As part of our ongoing commitment to providing a quality service, our files may periodically be reviewed by an external independent regulator, reviewer, auditor or quality controller. Our reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff. By continuing to instruct us, you consent to your information being used as part of an audit review process.

12. Recording our telephone calls
We and/or our agents, business partners, associates or affiliates may record and/or monitor telephone calls, emails and any other communications between you and us (and/or our agents) for the purposes of training, security, quality control, service improvement and our lawful business purposes.

13. Help us give you the best service
13.1   We strive to provide a high quality of service at all times. If you would like to discuss how we could improve our service, or if you are dissatisfied with the service you are receiving, please let us know by contacting our customer services team. If you do not feel that your concerns have been adequately addressed, please put your concerns in writing to our Managing Director, Martin Hesketh.
13.2 We will look into any complaint carefully and promptly and do all we can to explain the position to you. If we have given you a less than satisfactory service we will undertake reasonable endeavours to put it right. If you are still not satisfied you may of course refer the matter to the ICAEW.

14. Contracts (Rights of Third Parties) Act 1999
14.1  Only someone who is a party to the Terms of Engagement has the right under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any of those terms. All rights and remedies provided by the Act are expressly excluded by the consent of both parties to the Terms of Engagement. This clause does not affect any right or remedy that exists independently of the Act.
14.2 The advice we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We do not accept responsibility to any third party for any aspect of our professional services or work that is made available to them.

15. Force Majeure
We shall have no liability to you under the Terms of Engagement if we are prevented from or delayed in performing our obligations under the Terms  of Engagement or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of or the workforce of a supplier or any third party), failure of a utility service or transport network, act of God, inclement weather war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

16. Applicable law
Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our Letter of Engagement and Terms of Engagement and any matter arising from them. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.

17. Entire Agreement
You acknowledge and agree that in agreeing to these Terms of Engagement you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) relating to the provision of the Services other than as expressly set out in the Terms of Engagement or Engagement Letter.

18. Termination
18.1  Subject to any professional obligations, this agreement and our relationship overall may be terminated immediately by either party, if:
18.1.1 the other party commits a material breach of any of the terms of the Engagement Terms and, (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
18.1.2 an order is made or a resolution is passed for the winding up of either party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
18.1.3 an order is made for the appointment of an administrator to manage the affairs, business and property of either party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
18.1.4 a receiver is appointed of any of either party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
18.1.5 either party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
18.1.6 either party ceases, or threatens to cease, to trade; or
18.1.7 either party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
18.1.8 you use abusive, threatening, impolite, sexually explicit, racially explicit, discriminatory, unsavoury or disrespectful language either verbally (in person or on the telephone) or in writing (including email or electronic communications) towards us during the course of this engagement.
18.2 Either party may terminate this agreement at any time upon giving one month’s written notice to the other party.
18.3 Immediately upon termination of this agreement (howsoever occurring):
(a)  you shall pay us all of the our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;
(b)  you shall, within a reasonable time, return all of our materials that you hold on your premises; and
(c)  the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

19. Invalidity
Except where the context otherwise requires, each of these Conditions shall be regarded as independent of every other Condition so that if any such Condition or the application of any such Condition to any person or to any circumstance is found to be invalid or unenforceable, then such finding will note affect any other Condition or the application of such Condition to any person or circumstance.

20. Limitation of Liability
20.1 If we are liable to you (including any liability for the acts or omissions of our employees, agents and sub-contractors) in respect of any breach by us of the Engagement Terms, then our liability shall be limited as follows:
(a)  we will act as outlined in the Engagement Terms with reasonable care and skill. However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete Information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities;
(b)  our work is not to be made available to third parties without our written permission and we accept no responsibility to third parties for any aspect of our professional services or work that is made available to them;
(c) we shall not be liable for:
loss of business; or
loss of profits; or
depletion of goodwill and/or similar losses; or
loss of anticipated savings; or
loss of goods; or
loss of contract; or
loss of use; or
loss of corruption of data or information or loss incurred as a result of any communication being misdirected or intercepted by third parties;
any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or
loss for which another party would be liable if you had brought proceedings or made a claim against them or we had brought proceedings or made a claim against them as permitted by relevant legislation.
(d)  our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Engagement Terms shall be limited to the price paid for the Services for any claim or claims arising out of the same act or omission; a series of related acts or omissions; the same act or omission in a series of relates matters or  transactions or similar acts or omissions in a series of relates matters or transactions.
PROVIDED always that nothing in these terms shall exclude or restrict liability for fraud, dishonesty or reckless disregard of our professional obligations or for death or personal injury caused by our negligence or other liabilities that cannot lawfully be limited or excluded.
20.2 You agree to hold harmless and indemnify us, our directors and staff, against any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with the provision of the Services. You have agreed that you will not bring any claim in connection with services we provide to you against any of our employees personally.

21. Insurance
21.1 We hold professional indemnity insurance in the best interests of you. Details of our insurer are as follows:

Zurich Insurance Plc
London Underwriting Centre
3 Minster Court
Mincing Lane
London, EC3R 7DD

21.2 Full details of our insurance policy can be found at our registered office.

21.3 Our liability to you, arising out of the Services provided by us to you, shall be limited to £5,000,000 for any one claim. We provide worldwide coverage, however our policy does not cover any claim made or brought:
(a) In the United States of America or Canada or territories under their jurisdiction;
(b) Under or in consequence of any judgment or order in or under the laws of the United States of America or Canada or territories under their jurisdiction.

21.4 We can only limit our liability to the extent the law allows. In particular, we cannot limit our liability for death or personal injury caused by our negligence.

22 Distance selling
22.1 In the event that we do not meet with you, the Consumer Protection (Distance Selling) Regulations 2000 will apply to this agreement. This means you have the right to cancel your instructions to us within seven working days of receiving this letter. You can cancel your instructions by contacting us by post or by fax to our office or by sending an email to customerservices@brookson.co.uk
22.2 Once we have started to act on your behalf, you may be charged if you then cancel your instructions. We will start acting on your behalf when we receive payment from you, details of your accounts from a previous accountant or any requests from you to process information relating to you or your business or a signed copy of this letter from you.

23 Use of technology
We continually update our systems processes and technology to ensure that we provide you with the best service in the most efficient manner. This may include using the internet, mobile telephone technology or other devices to provide you with information relating to the Services we are instructed to provide to you. You agree to your information and information relating to your company being used by us to communicate with you using the various technologies available from time to time. This includes posting your financial information on the internet. We will take all reasonable precautions to ensure that your information is password protected and both parties agree to take reasonable precautions to ensure that your passwords and login details are not shared with unauthorised third parties.

24 Lien
Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

25 Acceptance
Your continuing instructions will amount to acceptance of these agreement and we hope that the information set out in this document, together with our terms of business are of assistance to you.


Standard Terms and Conditions of Business
1. RSM Tenon plc;
2. Jordans Ltd and associated companies;
3. Your company’s bank;
4. Kingsbridge Risk Solutions Limited;
5. Equifax plc;
6. Brookson Financial Services Limited;
7. Ernst & Young LLP;
8. Brunel Legal Services.