Terms and Conditions

Introduction

These terms of business set out the terms on which JT2 Accountants ('we') are to act for you, our client ('you'), and should be read in conjunction with the engagement letter agreed between you and JT2 Accountants (as amended and agreed from time to time) and the annexes thereto (as amended and agreed from time to time).

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These terms of business will remaining force unless and until they are replaced by updated terms. In the event of any conflict between these terms of business and the engagement letter, including the annexes thereto, the relevant provision in the engagement letter will take precedence.

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Our fees

Our fees are based on:

• the degree of responsibility and skill required to perform the work,
• the level of risk we are required to adopt, and
• the time necessary to complete the work.

We assign charge-out rates to each member of staff, including principals of the practice, which are subject to review and updating periodically. At any point in time, we would be willing to provide you, on request, with a list of charge out rates relating to those assigned to work on your affairs.

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If we provide an estimate of our fees for a specified piece of work, that estimate will be in good faith, but will not be contractually binding. In such circumstances, an estimate of our fees for a specified piece of work would be set out in your engagement proposal.

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If it is ethical to provide you with a fixed fee quotation for a specified piece of work, and we agree to provide you with such a quotation, that fixed fee quotation for a specified piece of work would be set out in our engagement proposal in respect of that work or in a separate fees schedule setting out the basis for the fixed fee quotation. We shall never provide a fixed fee quotation in respect of professional work to be undertaken more than one year ahead of the date of the quotation.

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Unless agreed to the contrary, any estimate of our fees or a fixed fee quotation would not include any disbursements, or the costs of any third party, which would be added to our invoices.

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Where urgent or expedited work is required, including to meet deadlines, respond to authorities, or avoid penalties or other adverse consequences, we reserve the right to undertake such work without prior instruction or fee approval where it is not reasonably practicable to obtain this in advance.

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Any such work shall be chargeable in accordance with our normal fee rates, including additional fees where appropriate.

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Any fees quoted or estimated are stated exclusive of VAT, which shall be added to our invoices if and when VAT is chargeable.

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We may request from you one or more payments on account ofour fees and any disbursements.

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Invoices for our fees will be issued to you at appropriate intervals, according to the time and costs incurred in working on your affairs.This will be on the completion of an assignment, but may also be during the course of an assignment.

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Unless stated otherwise, our fees are due for payment within 14 days of the date of issue of the relevant invoice.

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We may agree to spread payment of your fees by way of monthly payments by direct debit. Any monthly amount agreed between us will be calculated with the expectation that your payments will be sufficient to settle the invoiced amount within 14 days of the completion of the assignment(s) to which the payments relate. If, at any time, it becomes necessary to revise the estimate of fees on which the monthly amounts have been based, we shall explain the revised estimate to you in writing and adjust the direct debit accordingly.

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In any situation where our fees are expected to be paid by a third party (eg an insurance provider), until those fees have been paid infull, you shall remain liable for our fees.

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You authorise us to settle our agreed fees from any money held on your behalf in the client account.

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We reserve the right to stop work on your affairs entirely where any fees due from you remain outstanding 14 days after the issue of the relevant invoice.

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Invoices are payable in accordance with the payment terms set out above. We reserve the right to charge interest and compensation on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998

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We reserve the right to exercise a particular lien, where possible, over all funds, documents and records in our possession, that belong to you and that relate to work undertaken for which any of our fees and/or any disbursements remain outstanding.

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

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On termination of the engagement you may appoint a new adviser. Where a new adviser requests professional clearance and handover information, we reserve the right to charge you a reasonable fee for the provision of handover information.

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Professional standards

As a practice regulated by Association of Chartered Certified Accountants, we are required to comply with a code of ethics, which may be found on the Association of Chartered Certified Accountants website at https://www.accaglobal.com.

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We observe, and comply with, the regulatory framework of Association of Chartered Certified Accountants. Association of Chartered Certified Accountants maintains a register of member firms, on which the name of this practice appears. The register may be found on the Association of Chartered Certified Accountants website.

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While engaged by you, we may also act for clients whose business interests and objectives are similar to yours. Should we become aware of any conflict of interest in relation to you, which is not considered by us to be insignificant, we shall endeavour to notify you immediately. Where we identify a conflict of interest that cannot be appropriately managed, we shall be required to cease our engagement with one or both of the parties whose interests are conflicting.

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Where a conflict of interest in relation to you can be managed by implementing appropriate safeguards, we may continue to act for you. Where possible and practicable, this will occur with your informed consent.

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It is a professional obligation that we maintain appropriate confidentiality when dealing with you and your affairs. We may, on occasions, engage third party professionals to work on your affairs. We shall ensure that any such third parties, including subcontractors and consultants, are bound by the same standards of confidentiality as we are.

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To comply with regulatory processes, and ensure professional standards are maintained, our files may be subject to review in the course of regulatory and supervisory oversight.

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As part of our commitment to providing a quality service, we may periodically subject examples of our work to an independent quality control review. Such reviewers are highly experienced professional people, and are bound by the same requirements for confidentiality and professionalism as other subcontractors and consultants.

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Our anti-bribery policy

In accordance with the requirements of the Bribery Act 2010, we have an obligation to have in place adequate procedures designed to prevent persons associated with this practice from committing the offence of bribing another person in order to gain an advantage for the practice. We take our obligations very seriously. We have strict policies and procedures in place to prevent anyone associated with the practice from either offering or receiving bribes. Any breach of those policies and procedures shall not be tolerated.

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Holding clients' assets

Client money is money in any currency or form that isreceived by a professional practice from a client, or held for a client, thatis not due to the practice. Fees received in advance for agreed services to beprovided are not client money.

We may, from time to time, hold client money on your behalf.We operate a client bank account in accordance with the requirements ofAssociation of Chartered Certified Accountants. Details of those requirementscan be found on the Association of Chartered Certified Accountants website. Weshall return any money held on your behalf when there is no longer anyreasonable requirement for us to hold those funds.

Quality of service

We aim to provide an excellent service at all times. However, should you be dissatisfied in any way, or if you would like to discuss with us how our service to you may be improved, please contact James Howarth. This may be done by writing to the postal address on our letterhead, or by telephoning this office, or by emailing James Howarth at james.howarth@jt-2.co.uk.

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We undertake to look into any complaint carefully and promptly and to take all reasonable measures to resolve your complaint to your satisfaction. If, following that process, you feel that your complaint has not been satisfactorily resolved, you may take up the matter with Association of Chartered Certified Accountants.

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Investment activities

Investment business is regulated under the Financial Services and Markets Act 2000 (FSMA).

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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 Financial Conduct Authority or licensed by a designated professional body as we are not authorised to give such advice.

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From time to time, we may receive a commission because of an introduction (with your permission) to someone who is authorised by the FCA or an appointed representative of an organisation authorised by the FCA, or arising out of a transaction arranged for you. If this occurs, we shall notify you regarding the details of any such commissions or benefits. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You agree that we or our associates, can retain the commission or other benefits without being liable to account to you for any such amounts.

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Commissions received, excluding investment activities

From time to time, we may receive a commission because of an introduction (with your permission) to another professional, or a transaction arranged for you, that is unrelated to investment business. If this occurs, we shall notify you regarding the details of any such commissions or benefits. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You agree that we or our associates, can retain the commission or other benefits without being liable to account to you for any such amounts.

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Provision of Services Regulations 2009

JT2 Accountants is constituted as a Limited Company. Our address is provided on all our business stationery, together with our telephone and email contact details.

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JT2 Accountants holds professional indemnity insurance inaccordance with the requirements of Association of Chartered Certified Accountants. The provider of our professional indemnity insurance is QBE. Our professional indemnity insurance policy covers the professional services we provide worldwide unless otherwise stated by endorsement.

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We are registered for VAT, and our VAT registration number is 475893236.

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Data protection

We comply with the United Kingdom General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 when processing personal data. Personal data only includes information relating to natural persons who:

• can be identified or who are identifiable, directly from the information in question; or
• who can be indirectly identified from that information in combination with other information.

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We ensure that we comply with the principles set out in Article 5 of the UK GDPR when collecting and processing data, namely:

• lawfulness, fairness and transparency,
• purpose limitation,
• data minimisation,
• accuracy,
• storage limitation,
• integrity and confidentiality, and
• accountability.

Please refer to our PrivacyStatement, which provides further information regarding the personal data thatwe process, the lawful bases on which we process it, and the rights of datasubjects.

Our policy is to destroy correspondence and other documents that belong to us, and that relate to your affairs, that are more than six years old, except for documents that we consider to be of continued significance. If you require us to retain any documents for a longer period,you must notify us in writing.

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We shall usually return documents that belong to you when an assignment is complete unless specifically agreed with you, in writing, that the documents shall be transferred to a third party. On cessation of our engagement by you, we reserve the right, where permitted by law, to destroy documents belonging to you that are still in our possession six months after disengagement.

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Communication

If you have provided us with your email address, we shall accept that as your authorisation to communicate with you by email (for permitted purposes), unless you withdraw that authorisation.

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Should we be unable to contact you, we may issue a disengagement letter to your last known address and cease to act.

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Limitation of liability

We shall provide our professional services with reasonable care and skill. Advice given to you and work performed on your behalf will be based on information provided by you, which shall be assumed to be complete and accurate. We cannot accept any responsibility for advice provided and work performed under any other circumstances.

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To the fullest extent permitted by law, we shall not be responsible for any losses incurred (including penalties, surcharges, interestand additional tax liabilities) arising from the provision of incorrect or incomplete information, or your failure (or the failure of others) to provide appropriate information on a timely basis.

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We shall not accept any responsibility if you choose to acton past advice given by us without first seeking our confirmation that the advice is up to date. In addition, where we refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

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We accept no responsibility to any party who is not a party to this agreement. The terms of our engagement are not enforceable by any party other than the parties to the engagement letter.

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Any advice given by us is for your purposes only and must not be provided to a third party without our express permission.

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Work performed by us is not to be disclosed to any third party without our written permission, unless there is a legal or regulatory requirement to do so. We shall accept no responsibility to third parties in respect of any work made available to them in breach of this provision.

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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.

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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 forthe time that we spend in defending it.

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Our aggregate liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the services provided under this engagement shall be limited to five times the total fees payable for the services to which the claim relates during the twelve months preceding the event giving rise to the claim.

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This limitation shall apply to the fullest extent permitted by law. Nothing in this engagement shall exclude or restrict our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

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You agree that you will not bring any claim of a kind thatis included within the subject of the limit against any of our directors, members or employees on a personal basis.

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Intellectual property rights

We shall retain all copyright in any document we prepare for you during the course of our engagement, unless the law specifically provides otherwise.

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Period of engagement and termination

Unless otherwise agreed in the engagement letter, our workwill begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for any work undertaken before that date. This includes all work performed by any predecessor firms (ma2 Limited, ma2 (Blackpool) Limited, ma2 Payroll ServicesLimited or James Todd & Co (NW) Limited), for which we accept no responsibility or liability, unless we have expressly agreed to do so in writing.

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Each of us may terminate this agreement by giving not less than 30 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 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.

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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.

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If you engage us for a one-off piece of work (for example, advice on a one-off transaction or preparation of a tax return for one year only), the engagement ceases as soon as that work is completed. The date of completion of the work is taken to be the termination date, and we owe you no duties and we will not undertake further work beyond that date.

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Where recurring work is provided (for example, ongoing compliance work such as the completion of annual tax returns), the engagement ceases on the relevant date in relation to the termination as set out above. Unless immediate termination applies, in practice this means that the relevant termination date is:

·       30 days after the date of notice of termination or

·       a later agreed date.

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We owe you no duties beyond the date of termination and will not undertake any further work.

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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. However, bear in mind that advice is only valid at the date it is given.

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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.

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When we cease to act for you, we will seek to agree the position on access to cloud-accounting records to ensure continuity of service.This may require you to enter direct engagements with the software providers and pay for that service separately. Documents and records relevant to your tax affairs are required by law to be retained as follows:

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Individuals, trustees and partnerships

·       with trading or rental income: five years and 10 months after the end of the tax year

·       otherwise: 22 months after the end of the tax year.

Companies, LLPs and other corporate entities

·        six years from the end of the accounting period.

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While 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. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return of any specific document or their retention for a longer period.

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You should retain documents that are sent to you by us asset out in the privacy notice, which should be read alongside these terms and conditions.