Terms of Business
TTax, TCustoms & TTax Training – Tierney Tax Consultancy STANDARD TERMS OF BUSINESS
The following paragraphs outline our standard terms of business.
TERMS OF BUSINESS
Our engagement letter and our standard terms of business covers the services we provide. They are governed by, and should be construed in accordance with the laws of the Republic of Ireland and the UK as appropriate. The courts of Ireland will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement and any matter arising from it.
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.
CLIENT IDENTIFICATION
All professional services firms, are required to identify our clients for the purposes of the Republic of Ireland and UK anti-money laundering legislation.
We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
CLIENT MONEY
We may from time to time hold money on your behalf. In line with our terms of business such money will be held in trust in a client bank account, which is segregated from the firm’s funds.
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.
COMPLAINTS
We are committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact Rose Tierney. In line with our terms of business we agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to our professional body, the Institute of Chartered Accountants in England and Wales.
CONFIDENTIALITY
Communication between us is confidential. We shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
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.
We reserve the right, for the purpose of promotional activity, training or for similar business purpose, to mention that you are a client. In line with our terms of business as stated above we will not disclose any confidential information. Please refer to our separate Data Privacy Policy.
CONFLICTS OF INTEREST
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. In line with our terms of business we have safeguards that can be implemented to protect the interests of different clients if a conflict arises.
Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours. This is of course subject to the obligations of confidentiality referred to above.
DATA PROTECTION
We confirm that we will comply with the provisions of the Data Protection Act 2018 (ROI) and Data Protection Act 2018 (UK) when processing personal data about you, your directors and employees. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you. Please refer to our separate Data Privacy Policy.
ELECTRONIC AND OTHER COMMUNICATION
Unless you instruct us otherwise we may, where 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 through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must agree to 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 where electronic submission is mandatory.
RISK REDUCTION
To reduce these risks we will endeavour to password protect sensitive communications send by way of attachment to email.
Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.
FEES AND PAYMENT TERMS
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.
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 not be the case. Once we have commenced work it is up to you to request us in writing to stop if you do not wish to proceed.
Where requested we may indicate a fixed fee for the provision of specific services. Or we may provide an indicative range of fees for a particular assignment. In line with our terms of business, it is not our practice to identify fixed fees for more than a year ahead.
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,
due to scope creep or
request for additional services,
we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
FEES and INSURANCE
In some cases, you may be entitled to assistance with your professional fees. Particularly in relation to any investigation into your tax affairs by the Revenue Commissioners or HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. 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.
We will bill regularly and our invoices will are due for payment upon presentation. Our fees are exclusive of VAT which will be added where it is chargeable. 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 where appropriate.
Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
We reserve the right to charge interest on late paid invoices . The rate is 8% above the ECB bank base rates under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 – SI 580 of 2012 (ROI) and . The Late Payment of Commercial Debts (Amendment) Regulations 2018 (UK). 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 to do so will mean you will be deemed to have accepted that payment is due.
IMPLEMENTATION
We will be willing to assist with implementation of our advice but only where specifically instructed to do so and where fees for such implementation have been agreed in advance of doing so.
INTELLECTUAL PROPERTY RIGHTS
We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
INTERPRETATION
If any provision of these terms, any engagement letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement on or terms of business shall be interpreted as if such provision had never been inserted.
In the event of any conflict between these terms of business and any engagement letter or appendices, the relevant provision in the engagement letter or appendices/schedules will take precedence.
INTERNAL DISPUTES WITHIN A CLIENT
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the Practice, it should be noted that our client is the person/entity Practice by whom we have been engaged . In line with our terms of business we would 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 place of business for the attention of the proprietors. If conflicting advice, information or instructions are received from different directors/partners in the Practice we will refer the matter back to the Practice and take no further action until the Practice has agreed the action to be taken.
INVESTMENT ADVICE (INCLUDING INSURANCE MEDIATION SERVICES)
If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Central Bank of Ireland or the UK Financial Services Authority or licensed by a Designated Professional Body as we are not authorised to give such advice.
LIEN
Insofar as we are permitted to do so 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 are paid in full.
LIMITATION OF LIABILITY
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.
EXCLUSION OF LIABILITY
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
Exclusion of liability relating to the discovery of fraud etc
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us.
This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances. Indemnity for unauthorised disclosure 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.
LIMITATION OF AGGREGATE LIABILITY
Where the engagement Letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, its principals agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work. Otherwise the limit is three times the fee for the engagement. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter. You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals or employees on a personal basis.
LIMITATION OF THIRD PARTY RIGHTS
The advice and information we provide to you as part of our service is for your sole use and that of the specific client that you required advice in respect of and not for any third party to whom you may communicate it unless we have expressly agreed 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. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party.
PERIOD OF ENGAGEMENT AND TERMINATION
Unless otherwise agreed in the engagement covering letter our work will begin when we receive your implicit or explicit acceptance of that letter. Each of us may terminate this agreement by giving not less than 21 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us the Revenue Commissioners or HMRC 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 prior to termination.
In the event of termination of this contract, 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.
PROFESSIONAL RULES AND STATUTORY OBLIGATIONS
We will observe and act in accordance with the regulations, standards and guidance of the Institute of Chartered Accountants in England and Wales and will accept instructions to act for you on this basis. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements at our offices. The requirements are also available on-line at www.icaew.com/regulations.
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.
RETENTION OF PAPERS
You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will return any original documents to you if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows:
For UK tax purposes
Individuals, trustees and partnerships
• with trading or rental income: five years and ten months after the end of the tax year;
• 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;
For Republic of Ireland tax purposes
• six years from the end of the year in which the filing date of the tax return falls.
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 seven years old. You must tell us if you require the return or retention of any specific documents for a longer period.
EUROPEAN UNION (PROVISION OF SERVICES) REGULATION 2010
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.