Terms of Business

June 2023

1. Legal Form

   1.1 The legal form of the firm is that of a partnership.

   1.2 VAT No. 175859118

2. Application of terms

   2.1 Subject to any variations specifically agreed in writing when accepting your instructions these terms shall apply to all advice given and work undertaken by the partners and staff of Ryecroft Glenton (“us”, “we”, “our”) to or for each of our clients (“you”).

3. Our Service to You and Limitations of Liability

   3.1 We are bound by the ethical guidelines of the Institute of Chartered Accountants in England and Wales (ICAEW) and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines.

   3.2 The firm is registered to carry on audit work in the UK by the ICAEW and the professional rules applicable are contained in Audit Regulations and Guidance which can be found at www.icaew.com/regulations. There are also the International Standards on Auditing (UK) at www.frc.org.uk/auditors/audit-assurance/standards-and-guidance

   3.3 Details about our audit registration can be viewed at www.auditregister.org.uk under reference number C006313267. The ICAEW general Code of Ethics can be found at www.icaew.com/regulations, and the Ethical Standards for Auditors can be found at www.frc.org.uk/auditors/audit-assurance/ standards-and-guidance Both of these codes are in English.

   3.4 We aim to provide a friendly, efficient and effective service and the best information possible about the likely cost of providing that service. We will exercise due skill, care and diligence in carrying out our work in accordance with your instructions. We will keep you informed of progress and deal promptly with any queries you may have.

   3.5 We acknowledge that we will be liable to you for losses, damages, cost or expenses (“losses”) caused by our negligence, breach of contract, fraud or wilful default. However, we will not be liable if such losses are due to the provision of false or misleading or incomplete information or documentation or due to the acts or omissions of any person other than us.

   3.6 Where any damage or loss is suffered by you for which we would otherwise be jointly and severally liable with any third parties, the extent to which such loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such damage or loss, as agreed between the parties, or in the absence of agreement, as finally determined by the English court.

   3.7 You agree (to the extent such agreement is enforceable under applicable laws) that you will not bring any claim in respect of or in connection with the engagement whether on the basis of contract, tort (including negligence), breach of statutory duty or otherwise against any member or employee of Ryecroft Glenton whether or not that person is described as a “partner”.

   3.8 The advice we give you is for your sole use. Our work is not to be made available to third parties without our prior permission in writing and we accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

   3.9 If you feel that the level of the service provided falls below the criteria outlined above or if you have any other cause for complaint you should first raise your concern with the partner responsible for your case. In the event that you have any continuing concern, please refer to section 13 on page 3 below.

   3.10 If you use our “registered office” service to have post and other documents delivered to our office, you do so on the understanding that we cannot be held responsible for failing to collect or pass any document to you on a timely basis or for shredding any document which we consider “spam” or unimportant.

4. Fees

   4.1 We charge per hourly rates, which are reviewed periodically to take account of changing circumstances including changes in salary and other overhead costs. Fees for recurring work will be subject to an annual increase set by the firm in April of each year.

   4.2 Where any matter has a substantial financial implication or is particularly complex or urgent, our fees may take into consideration a value element, which reflects the importance of the transaction and the consequent responsibility involved.

   4.3 Whilst undertaking work on your behalf we may incur a liability and make disbursements, examples of which are Companies House fees, other professional experts’ fees, rail and air travel costs and accommodation expenses. It is the policy of the firm to request from clients a payment to cover any such disbursements before they are made or as soon after as is practicable.

   4.4 A separate charge expressed as a disbursement will be made where appropriate in respect of telephone, photocopying, facsimile transmission, travel and subsistence expenses.

   4.5 Any indication of fees is an estimate only (whether stated to be an estimate or quotation). We will endeavour to ensure that estimates are as accurate as possible and will inform you if they require significant revision. Any estimate will only apply to the work covered by your initial instructions and we reserve the right to vary the fees if the scope or nature of those instructions changes. Any verbal estimate will be confirmed in writing. Any estimate provided is given in good faith as a guideline but cannot always be adhered to. You will be advised in writing if the nature or circumstances of the work being undertaken on your behalf changes in such a way as to render the estimate given inappropriate, and, if possible, a revised estimate will be given. In any event our fees will be calculated in accordance with paragraph 4.1 of this section.

   4.6 You can set a limit on the costs which are to be incurred. In such a case you will be advised when that limit has been reached and be given the details of the nature of work undertaken on your behalf. At this stage an invoice will be rendered for payment.

5. Payments on account

   5.1 An initial payment on account may be requested at the commencement of your case. This will be held generally on account of fees, disbursements and VAT and will be applied when we consider appropriate in discharge or reduction of any disbursement to be made or any subsequent fee account rendered.

   5.2 Interim payments on account may be requested during the course of our work undertaken on your behalf.

   5.3 We offer you the facility to pay your professional fees by instalments. We do not charge any interest or charges for this (except if you default on the facility we agree between us). As these terms have been agreed after 18 March 2015 any agreement to pay fees by instalment is not a regulated credit agreement.

   5.4 All fees and expenses are exclusive of VAT which will be charged where applicable at the appropriate rate, currently 20%.

6. Continuous Services

   6.1 The majority of the work for which we have been engaged is of a continuous nature. Unless otherwise agreed payment will be due within 15 days of receipt of our request for payment fee account. On receipt of payment we will issue a formal VAT receipt to enable an appropriate input tax claim if you are a registered business.

7. Separate Assignments

   7.1 In those instances where an assignment requires a separate engagement letter, our fee account is a tax invoice and unless otherwise agreed is payable within 15 days of receipt of our fee account.

   7.2 Cash will not be accepted in payment for services rendered. All fees should be paid by cheque or by bank transfer. We retain the right to charge interest on overdue fee accounts and requests for payment at Barclays Bank base rate plus 3%.

8. Requests for payment/Fee accounts which remain unpaid beyond 2 months

   8.1 If payment is not made within 2 months it is normal policy for all further work to cease until settlement has been received in full. We will notify you in writing before we take this action.

9. Investment Services

   9.1 Although we are not authorised by the Financial Conduct Authority (FCA) to conduct investment business, we are able in certain circumstances to offer a limited range of investment and consumer credit-related services to you because we are members of the ICAEW. We can provide these investment and credit-related services where they are complementary to, or arise out of, the professional services we have been engaged to provide. Please note that we cannot provide alternative investment advice.

   9.2 In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.

   9.3 In particular, we may:

   9.3.1 advise you on investments generally, but not recommend a particular investment or type of investment, where these are complementary to or arise out of the professional services we provide to you;

   9.3.2 advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;

   9.3.3 advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;

   9.3.4 assist you in making arrangements for transactions in investments in certain circumstances; and

   9.3.5 manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

   9.4 However, our policy is to direct investment business services within the scope of the Financial Services and Markets Act 2000, including brokerage facilities, required by clients, to our associate company, Portland Financial Management Ltd (PFM). This company is authorised by the Financial Conduct Authority (FCA) (FCA No. 114370) under the Financial Services and Markets Act 2000 to conduct investment business and is 100% owned by the principals of the firm, who may indirectly benefit from the introduction of clients to PFM.

   9.5 PFM is remunerated for its services by way of advisory fees or commission which will be fully explained and agreed with you. Where, however, periodic commission of a recurring nature (e.g. renewal commission) is received by PFM which amounts to less than £100 in any calendar year it will not be notified to you.

   9.6 To enable us to provide you with a proper service there may be occasions when someone from Ryecroft Glenton or PFM will need to contact you without your express permission concerning investment business or credit-related matters. For example it may be in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances. We would however only do so in our office hours of 8:45am to 5:00pm. We consider this to be “legitimate interest” under the General Data Protection Regulations, however, we shall comply with any restrictions you may wish to impose which are notified to us in writing.

   9.7 Investment advice will be made by and instructions to make or realise investments or to arrange insurance etc. related matters will be processed through PFM. However, any cheques drawn by you in relation to investment business should be drawn in favour of the appropriate third party, as directed by PFM.

10. Client Monies

    10.1 Ryecroft Glenton (but never PFM) may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the ICAEW.

    10.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £50. Any such interest would be calculated using the prevailing rate applied by Barclays Bank for small deposits subject to the minimum period of notice for withdrawals.

    10.3 If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you.

    10.4 Subject to any tax legislation, interest will be paid gross.

    10.5 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 firm cease to practise then we may pay those monies to a registered charity.

    10.6 In accordance with the ICAEW Clients’ Money Regulations, we cannot hold clients’ monies which are not or cease to be connected with an accounting service we provide. As a result, in the event of such an engagement being terminated any client monies held in our client account(s) on your behalf will be returned to you, immediately. 

11. Retention and access to records

    11.1 Following the conclusion of the work undertaken on your behalf all of your papers and electronic records will be returned to you.

    11.2 It is our normal practice, in the absence of any alternative instructions from you, to electronically archive documents and to destroy correspondence and papers which are more than one year old and to destroy the electronic archive once the subject matter is more than seven years old.

12. Quality Control

    12.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our partners and staff.

13. Service Quality

    13.1 If any difficulty should arise that is not dealt with in a satisfactory manner please let us know, by telephoning Chris Robson (Managing Partner), or Ian Smith (Operations Partner), one of whom thereafter will respond to your concerns. A copy of our formal complaints procedure will be made available to you on request.

    13.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with the ICAEW.

14. Intellectual Property

    14.1 We retain copyright in all material provided to you except financial statements and accounting records within the meaning of s386 Companies Act 2006.

15. E-mail Communication

    15.1 Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. However, internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.

    We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

    15.2 Any attachments to email, containing personal data, will be password protected unless you instruct us otherwise.

    15.3 It is the responsibility of the recipient to carry out a virus check on any attachments received.

16. General Data Protection Regulation

    (GDPR)(EU) 2016/679

    16.1 Ryecroft Glenton have put in place polices and processes to ensure we are compliant with our obligations under GPDR, details are available in our online privacy policy, available at ryecroftglenton.com/privacy-policy.

    For the purposes of the GDPR, unless otherwise stated, Ryecroft Glenton will act as a data processor in all engagements, other than audit engagements [where we act as data controllers] when undertaking work detailed in our Engagement Letter. In the course of acting for you we may obtain and process personal data controlled by or about you. The data will be processed as necessary for the work we undertake for you. Under the Privacy and Electronic Communication Regulations 2003 it may also be used to enable us to send you information about the firm and the services we offer. Data may also be held to enable us to comply with our obligations under money laundering and other legislation. None of the information which we hold will be disclosed to any third parties, except in connection with work undertaken for you or as required by law, details are provided online within our Privacy Statement.

    16.2 If you do not wish to receive any marketing information from us, please call us on 0191 281 1292 to arrange removal of your name from our marketing databases.

17. Confidentiality

    17.1 As noted in 17.7, we require evidence of identities from time to time. Delay or failure to obtain satisfactory evidence may result in a delay in acting upon your instructions or in us refusing to act for you. If we believe that you are breaching money laundering regulations we may, if appropriate, notify the relevant authorities.

    17.2 We will at all times keep your business confidential, subject to any disclosure obligations which may be imposed on us by law, such as the money laundering legislation (which covers such matters as:

    17.2.1 deliberate tax evasion;

    17.2.2 deliberate failure to inform the tax authorities of known underpayments or excessive repayments;

    17.2.3 fraudulent claiming of benefits or grants; or

    17.2.4 obtaining a contract through bribery).

    17.3 We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.

    17.4 From time to time we may be called upon to demonstrate our maintenance of certain professional standards as set by appropriate authorities and/or to comply with other statutory requirements. Unless you notify us to the contrary we will assume that we have your authority to produce your file for that purpose as an exception to our duty of confidentiality.

    17.5 You agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith deem fit to preserve confidential information both during and after termination of this agreement.

    17.6 In order for us to ensure that your personal information is kept up to date, please inform us of any changes to your name, title, address or of any other details that you believe may be inaccurate in relation to the personal information we hold about you by calling us on 0191 281 1292.

    17.7 We are required by law, for anti-money laundering purposes, to verify the identity of all entities, their owners, directors, trustees and members from time to time. We use an electronic verification system which may check details with a number of database sources (public or otherwise). A record of those searches will be retained.

18. Conflicts of Interest

18.1 We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client, unless we are unable to do so because of our confidentiality obligations. [We have safeguards that can be implemented to protect the interests of different clients if a conflict arises.] If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.

18.2  If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the section on confidentiality above.

19. Contracts (Rights of Third Parties) Act 1999

19.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

19.2 The advice that 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 accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

20. Professional Liability Insurance

20.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is RSA, of Leadenhall Court, Leadenhall Street, London, EC3V 1PP. The territorial coverage is worldwide but excludes any action for a claim brought in any court in the United States of America or Canada.

21.Governing Law

21.1 This agreement is governed by English Law and by accepting these terms you submit to the exclusive jurisdiction of the English Courts.

21.2 If any provision in this Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provision shall not in any way be affected or impaired.

22. Prime Global Association

The firm is an independent member (IMF) of PrimeGlobal, the global association of advisory and accounting firms.  No PrimeGlobal member firm is an agent or partner of PrimeGlobal or of any other member firm.  No PrimeGlobal member firm has the authority to enter any legal obligations on behalf of PrimeGlobal or any other member firm.

If an IMF is introduced to another IMF, this firm specifically denies any liability for any work performed by that IMF.  The IMF shall make its own contractual arrangements with that IMF for work that they perform. 

The fact that you may have been introduced to us by another PrimeGlobal member firm does not make that firm, its partners or its employees responsible for any of our acts or omissions. 

This firm is not the agent or partner of PrimeGlobal or any other member firm and does not have the authority to enter into legal obligations on behalf of either PrimeGlobal or any other member firm thereof. 

You agree that this firm has sole liability for any work performed under an engagement with you and you undertake not to make any claim or bring any proceedings against either PrimeGlobal or any other member of PrimeGlobal in relation to work covered by such engagements.