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Terms of Business
The following terms of business apply to all engagements accepted by Dennis & Turnbull Limited ("d&t", "we", "us", "our" and "ours") , incorporated and registered in England and Wales with company number 04687071 whose registered office is at Swatton Barn, Badbury, Swindon, Wiltshire SN4 0EU
Headings are for ease of reading only and shall not affect the interpretation of this document. Provisions are in alphabetical order by heading, and the order does not imply weighting or importance to any individual provision.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to writing or written includes faxes but no other electronic form unless otherwise expressly provided in this agreement.
Any words following the terms including, include, in particular or for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between the parties, no such amendment, extension or re-enactment made after the date of this agreement shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
If any provision of our engagement letters or terms of business is held to be void, then that provision alone will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in our terms of business will take precedence.
AUTHORISATION AND REGISTRATION
We are registered with the Institute of Chartered Accountants in England and Wales ("ICAEW") as chartered accountants and can be found on the register of members on the ICAEW website.
Our engagement letter, the schedules of services and our standard terms of business are governed by and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this document and any matter arising from it on any basis.
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.
We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.
BRIBERY ACT 2010
In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and its directors and staff from offering or receiving bribes.
COMMISSIONS PAYABLE FROM THIRD PARTIES
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. 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. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts.
A practical example of the types of commissions that may be reasonably expected to be received by us is included under the provision titled Software.
If in the future, abnormally large commissions (any amount over £500) are received which were not envisaged when the engagement letter was signed, we will notify you in relation to the retention of those commissions.
COMMISSIONS PAYABLE FROM FINANCE COMPANIES, BANKS AND OTHER LENDERS
In some circumstances we will make finance applications for you where we may receive commission from the lenders as an alternative to charging you a success fee.
This is the way several lenders work and is not a choice we make. We will not charge a success fee and receive a commission for the same loan or finance agreement. However, it is possible that a mix of arrangements may be in place where multiple applications are required, and you may pay some on a success fee basis and we may receive commissions for others.
Commissions reflect the work required in analysing data and information received, writing and submitting the application, obtaining the facility, managing the paperwork where necessary and the pricing level available from the lenders for their facilities.
We operate a clear policy based around types of loan or types of asset being financed. Except in exceptions specifically agreed in advance with you we may receive commissions for work undertaken within the following framework:
Type Commission Range
Loans – all types (where we don't charge a success fee) 0.5% to 3%
Vehicle Finance 0.5% to 3%
Vehicles with an equipment and/or conversion element included in the finance 1% to 4%
Equipment Finance 2% to 6%
From time to time, we may arrange a variety of other finance-based facilities not listed above and receive commissions for doing so. These may vary by lender for the same types of facility.
A loan of £125,000 @ 0.75% commission is £937.50.
A vehicle of £24,000 + VAT is financed with a 20% deposit.
The amount financed is £24,000 – £4,800 = £19,200. The commission @ 1.5% is £288.
By using this service, you are agreeing to us providing all necessary information and personal data to the finance companies we have selected for you.
You are also expressly agreeing to us providing permission to those companies for them to undertake personal credit searches.
We operate with a carefully selected panel of lenders however as we are independent we can deal with any lender subject to their requirements for doing so. Our panel is reviewed on a regular basis and we actively seek out new providers to expand this panel as required.
We undertake reasonable best efforts to find the most appropriate lender/s for your circumstances and to obtain the best overall APR [Annual Percentage Rate] we can for you.
However, with literally hundreds of lenders in the market we cannot guarantee that we have found the cheapest solution. The lenders that are included on our panel are selected based on a mix of price, suitability and service.
The service we provide is based on us receiving these commissions to pay for the work undertaken.
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. The same will apply where the payment is made to, or the transactions are arranged by, a person or business connected with ours.
In the event that you do not proceed with the finance we have arranged and we do not receive the expected commissions due we will charge a broker service fee of 1% + VAT of the total amount of approval obtained to reflect a contribution towards the work we have done on your behalf.
Our primary method of communication with you and with third parties will be via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments. We will require you to use our secure portals from time to time should we feel that that the confidentiality of the communication requires it.
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 bear in return for greater efficiency and lower costs.
Due to the potential for data corruption or alteration to an electronic communication it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.
Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day that the document was sent.
Communication between us is confidential and 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 professionals. Those subcontractors will be bound by our client confidentiality terms.
Where your business is part of a franchise network, we may provide the franchisor with financial data and information as agreed between you and them in the franchise agreement.
We reserve the right, for the purpose of promotional activity, training or for any other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
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 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. 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 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. In resolving the conflict, we would be guided by ICAEW's Code of Ethics. During and after our engagement, you agree that we reserve the right to provide services for other clients whose interests are not the same as yours or are adverse or in competition to yours subject of course to the obligations of confidentiality referred to above.
DATA PROTECTION AND THE GENERAL DATA PROTECTION REGULATION (EU) 2016/679
We have a comprehensive Privacy Notice which is available on our website and on request which covers the data that we collect and how it is used, and demonstrates our compliance with Data Protection legislation. This provision is to provide a brief narrative on our approach; however if there is any conflict between this provision and our Privacy Notice, our Privacy Notice will take precedence.
In this provision, the following definitions shall apply:
'personal data' means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
'data protection legislation' means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
'controller', 'data subject', 'personal data', and 'process' shall have the meanings given to them in the data protection legislation;
'GDPR' means the General Data Protection Regulation ((EU) 2016/679); and
'PECR' means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
We shall each be considered an independent data controller in relation to the personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the personal data.
You shall only disclose personal data to us where:
you have provided the necessary information to the relevant data subjects regarding its use;
you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject's consent; and
you have complied with the necessary requirements under the data protection legislation to enable you to do so.
For the purpose of providing our services to you, we may disclose the personal data to our group companies, our regulatory bodies or other third parties (including, but not limited to our professional advisors, subcontractors, or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.
We may disclose the personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our personal data in the same way as set out in these terms.
We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data.
In respect of the personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner's Officer); or
we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the personal data.
Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services
We are bound by the ethical guidelines of the ICAEW and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be seen at www.icaew.com. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
Our fees may depend not only upon the time spent on your affairs by the directors, our staff and sub-contractors 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 be the case. However, in almost all circumstances, we provide a fixed fee quote to our clients to help give them clarity of both fees payable and services provided. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us during the year, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement there to. This might be due to an error in our quoting historically, a change in the scope of work required, or any other factor that might cause us to review our fees. In line with most accounting practices, we review our fees periodically and as such, your fees are likely to change based on an inflationary increase of a minimum 5% per year, together with any adjustment for changes in services provided. You will be notified of these new fees as part of our annual re-engagement process.
If it is necessary to carry out work outside the responsibilities agreed between us it will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such services were arranged through us 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.
Our fees are exclusive of VAT which will be added where it is chargeable. Any 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 also do not include the costs of any third party, counsel or other professional fees.
As we provide a monthly service, we will invoice you monthly in line with our agreed fees. All clients are expected to pay by either direct debit or credit card, and this will be facilitated by an independent third-party provider. We no longer accept payment by cheque or cash.
If a direct debit or card payment fails, we will continue to attempt to collect this payment through an automated process. Therefore, if you are facing financial difficulties, please do contact us as soon as possible so that we can discuss the best course of action.
If we provide services less frequently than monthly, for example the production of annual accounts or the production of quarterly VAT returns, there may be a minimum period of engagement for each service, which will be the period for which the service is provided. By way of example, for annual services such as annual accounts and tax return production this will be 12 months, and for quarterly services such as management accounts production and VAT returns this will be 3 months. If this is the case, you would be liable for the fees for the entire period should you terminate your engagement with d&t before the end of the minimum period of engagement after the work has been completed. This minimum period of engagement applies for each item of non-monthly work, and renews at the end of the minimum period.
Example 1 – a client leaving d&t during the first minimum period of engagement : if a business engages d&t in month 1, has a set of annual accounts (with a 12 month engagement period) completed in month 3 and terminates their engagement in month 4, the remaining invoices for the 12 month period will fall due at the date of termination.
Example 2 – a client leaving d&t during a subsequent minimum period of engagement and using the services within the final minimum period of engagement: if a business engages d&t in month 1, has two sets of annual accounts (with a 12 month engagement period) completed in months 3 and 15, and terminates their engagement in month 16, the first 12 month engagement period would have renewed at the end of month 12, and the remaining invoices for the second 12 month period will fall due at the date of termination.
Example 3 – a client leaving d&t during a subsequent minimum period of engagement and not using the services within the final minimum period of engagement: if a business engages d&t in month 1, has a set of annual accounts (with a 12 month engagement period) completed in month 3, and terminates their engagement in month 16, there will be no further payment falling due from the client under this agreement.
When services are engaged outside of a subscription, they are sometimes offered on a 'Bill on Completion' model. We reserve the right to raise the invoice once the majority of work has been substantially completed by our team, even though there may be items outstanding for finalisation. This is to avoid undue delays for factors which may or may not be outside of the control of all parties.
If you do not accept that an invoiced fee is fair and reasonable you must notify email@example.com, in writing within 7 days of receipt, failing which you will be deemed to have accepted the invoice in line with our agreed engagement and consequentially accepted that payment is due. If, for any reason, our engagement is terminated before we raise the first monthly invoice, we reserve the right to invoice an administrative charge equivalent to the higher of the expected monthly invoice or £150 + VAT, to cover our administrative and onboarding costs. No refunds will be offered on payments made against invoices if they have not been disputed in accordance with the process set out in this paragraph.
If a company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the business and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you. It is normal practice for us to ask that a Guarantor be designated to guarantee to pay our invoices in the event of default by you as the principal debtor.
We reserve the right to charge interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.
Without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this contract (and the costs of recovering such costs) including our administrative costs and any costs incurred with lawyers or debt collection agencies. Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998. If proceedings are issued, the lower of a minimum contribution of £200 towards legal fees (in addition to the fixed costs of issue) and the actual legal fees incurred with our lawyers (in addition to the fixed costs of issue) will be claimed.
If any fees are unpaid, which may include historic debt, current invoices, or unaccepted proposals for additional work orders required, we reserve the right to put your account on stop until the fees are settled, which will result in us being unable to offer any products or services during that time and as such we will not be liable for any penalties or costs that may be incurred as a result of this.
IMPLEMENTATION OF ADVICE
We will only assist with implementation of our advice if specifically instructed and agreed via our engagement processes. Should an specific implementation engagement not be in place, it is to be reasonably assumed that our services cover the items agreed within our service engagement letters, and that implementation of any matters included but not limited to business advice or guidance is the responsibility of the client.
INTELLECTUAL PROPERTY RIGHTS
We will retain all copyright in any documents, designs, products, software or tools prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.
INTERNAL DISPUTES WITHIN A CLIENT BUSINESS
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 business, it should be noted that our client is the business. Unless otherwise agreed by all parties we will continue to supply information to the normal place of business for the attention of the directors / partners / principals (the Individuals). If conflicting advice, information or instructions are received from different Individuals in the business we will refer the matter back to the business and take no further action until the individuals within the business have agreed the action to be taken.
INVESTMENT ADVICE AND INSURANCE MEDIATION SERVICES
Investment business is regulated by the Financial Services and Markets Act 2000. 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.
However, as we are licensed by the ICAEW, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. In particular we may:
advise you on investments generally, but not recommend a particular investment or type of investment;
introduce you to an Permitted Third Party (PTP) (an independent firm authorised by the Financial Conduct Authority), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms of business letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction by either ourselves or the PTP.
assist you in making arrangements for transactions in investments in certain circumstances;
advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange; and
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
We may also, on the understanding that the shares or other securities of the company are not publicly traded:
advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
arrange any agreements in connection with the issue, sale or transfer of the company's shares or other securities;
arrange for the issue of the new shares; and
act as the addressee to receive confirmation of acceptance of offer documents etc.
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.
Insofar as we are permitted to 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
Our engagement letter, the schedules of services and our standard terms of business are governed by and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it on any basis. 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.
We will provide services as outlined in the engagement letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, 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.
You will not hold us, our directors and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with the engagement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our directors or employees personally.
Our work is not to be made available to third parties without our written permission (unless there is a legal or regulatory requirement) and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
MONEY LAUNDERING REGULATIONS 2007, CLIENT IDENTIFICATION AND THE PROCEEDS OF CRIME ACT 2002
In accordance with the Proceeds of Crime Act 2002 and Money Laundering Regulations 2007 you agree to waive your right to confidentiality to the extent of any report made, document provided, or information disclosed to the Serious Organised Crime Agency (SOCA).
You also acknowledge that we are required to report directly to SOCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.
In common with all accountancy and legal practices the firm, its principals and staff are required to comply with the regulations of the Proceeds of Crime Act 2002. This includes provisions that may require us to make a money laundering disclosure in relation to information we obtain as part of our normal work. It is not our practice to inform you when such a disclosure is made or the reasons for it because of the restrictions imposed by the "tipping off" provisions of the legislation.
As with other professional services firms, we are required to identify our clients for the purposes of the 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. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.
Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.
We may, from time to time, hold money on your behalf. The 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.
To avoid excessive administration, your balance will be held in a non-interest-bearing account. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If you have any outstanding balance with d&t, we reserve the right to deduct this balance from any monies held before they are returned to you.
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.
PERIOD OF ENGAGEMENT AND TERMINATION
Unless otherwise agreed in the engagement covering letter our engagement will only begin once we have both completed our client identification obligations under the Money Laundering Regulations 2007 as detailed within this engagement letter, and have received your implicit or explicit acceptance of our engagement letter. Except as stated in that letter we will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 14 days' notice in writing to the other party except where you fail to co-operate with us or we have reason to believe that you have provided us, Companies House, HMRC, or any other third party 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.
Unless otherwise notified, we will automatically renew your engagement with our firm at the end of any defined engagement period (whether monthly, quarterly, annually or other). You will be notified of any changes to your fees, and also may be offered other services that we feel may be of interest to you.
In the event of termination of this contract, we will not be liable to refund you for any monthly invoices paid during the period of our engagement unless they have been disputed in accordance with the process set out in this letter. There may however be fees payable in accordance with the provisions of the Fees section of these terms, and these will fall due at the date of termination.
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.
At the point of termination we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a sustained period we may issue to your last known contact details a disengagement letter and hence cease to act.
PROFESSIONAL RULES AND STATUTORY REGULATIONS
We will observe and act in accordance with the byelaws, regulations and code of ethics of the ICAEW and will accept instructions to act for you on this basis. In particular you give us the authority 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 statutory or regulatory obligations. You can see copies of these requirements in our offices.
We also confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006. When conducting audit work, we are required to comply with the Ethical Standards for Auditors which can be accessed on the internet at: www.icaew.com/en/members/regulations-standards-and-guidance.
PROVISION OF PROBATE-TYPE SERVICES
We are not licensed or authorised for the reserved legal activity of non-contentious probate. Consequently, any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by the ICAEW Probate Compensation Scheme, this service will not be covered by legal personal privilege and you will not have access to the Legal Ombudsman.
PROVISION OF SERVICES REGULATIONS 2009
We are registered to carry on audit work in the UK by the ICAEW. Details of our audit registration can be viewed at: http://www.auditregister.org.uk/ for the UK (under reference number C008418585).
Our professional indemnity insurer is at Arch Insurance (UK) Ltd. 60 Great Tower Street, London EC3R 5AZ. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.
QUALITY OF SERVICE
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 firstname.lastname@example.org, in writing.
We agree 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 less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied you can refer your complaint to our professional body, ICAEW.
If you are a consumer, should we be unable to resolve your complaint you may also be able to refer your complaint to an alternative dispute resolution (ADR) provider to try and reach a resolution. We will provide details of a ADR provider if we cannot resolve your complaint using our internal procedures. This is in addition to your ability to complain to ICAEW.
As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by both an independent regulatory advisor, and the quality control body of the ICAEW. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principals and staff.
RELIANCE ON ADVICE
We will endeavour to record all advice on important matters in writing, which may be by electronic means. 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, which may be provided to you by electronic means.
RETENTION OF RECORDS
Whilst certain documents may legally belong to you, we reserve the right to destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old. You must notify us in writing should you wish us to keep a document for any longer period, and we also recommend that you keep a copy of any documents provided to us.
You understand that d&t may sign-up and agree to the "Terms & Conditions" of software providers on your behalf, unless clearly requested by you before engaging the services of d&t. You agree to the Terms & Conditions of third party providers of software that we may provide you with, including but not limited to QuickBooks Online, Xero, FreeAgent, Unleashed, Chaser, Sage, Futrli, Fathom, Fluidly, Float and Receipt Bank; further details of which will be available from the websites of the respective software providers.
You agree to the Terms & Conditions of other software used by d&t that you are required to access in the provision of services to you. This includes online software accessed by you the client, as instructed or made available by d&t.
For clarification and with the intention of reducing administration, we may receive commissions from software vendors on monthly or annual subscriptions that are paid by you for software products recommended by us. The recommendations are not based on levels of commission and our obligations to you as a professional advisor outweigh any minor commercial return from any potential arrangements with our vendors. By way of example, a typical commission payment for a £15 monthly software subscription may be in the region of 20%, resulting in a commission payable to d&t of £3 per month. It is clearly impractical to report on each such receipt in writing, and as such your agreement to purchase software recommended by us includes an acknowledgement of potential commissions payable to d&t in accordance with the paragraph in this document entitled Commissions.
D&t may also use or develop software, including spreadsheets, databases and other electronic tools ("Tools") in providing the Services. If we provide these Tools to you, you acknowledge that (except where these Tools are a specific deliverable under our Agreement with you) they are not your property, were developed for our purposes and without consideration of any purposes for which you might use them, are made available on an "as is" basis for your use only and must not be distributed to or shared with any third party. To the full extent permitted by law, we make no representations or warranties as to the sufficiency or appropriateness of the Tools for any purpose for which you or a third party may use them. You agree that d&t does not accept any liability for direct, consequential or indirect losses following the use of any Tools provided.
You agree that d&t does not accept any liability for the content or performance of any third-party website accessed through our websites or social media feeds, nor endorse or approve the contents of any such site. d&t does not give any warranty that its website is free from viruses or anything else which may have a harmful effect on any technology.
The advice and information we provide to you as part of our service is for your sole use, and not for any third party to whom you may communicate it, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including but not limited to any group company, franchisor, or franchisee, 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 under the Contracts (Rights of Third Parties) Act 1999.
TIMING OF OUR SERVICES
We reserve the right to impose a deadline for the receipt of information to allow us to produce work in time for statutory deadlines, and will endeavour to communicate this to you in advance. This is to ensure that we have sufficient capacity to provide the service level to you throughout the year. If information is received after this deadline, we will not be able to guarantee completion for the deadline, and you may incur penalties and / or late payment interest as a result of this.
ABOUT US AND THE PURPOSE OF THIS NOTICE
Dennis & Turnbull Limited ("d&t", "we", "us", "our" and "ours") is a multi-disciplinary chartered accountancy and business advisory company incorporated and registered in England and Wales with company number 04687071 whose registered office is at Swatton Barn, Badbury, Swindon, Wiltshire SN4 0EU.
For the purpose of the Data Protection Legislation and this notice and in accordance with our Terms of Business, we are the 'data controller'. This means that we are responsible for deciding how we hold and use personal data about you. We are required under the Data Protection Legislation to notify you of the information contained in this privacy notice.
We have appointed a Data Protection Officer, contact details below. Our Data Protection Point of Contact is responsible for assisting with enquiries in relation to this privacy notice or our treatment of your personal data. Should you wish to contact our Data Protection Point of Contact you can do so using the contact details noted later in this notice.
THE KIND OF INFORMATION WE HOLD ABOUT YOU
The information we hold about you may include (but is not limited to) the following:
your personal details (including but not limited to your name and/or address, email addresses, telephone numbers, date of birth, preferred greeting and salutation, notes of information disclosed to us, tax references, national insurance numbers, tax codes, third party reference numbers, employment details, salary, dividend income, rental income, trading income and other financial details);
details of contact we have had with you in relation to the provision, or the proposed provision, of our services;
details of any services you have received from us, and any proposed services that you may benefit from;
our correspondence and communications with you;
activity that you may undertake following our email and online communications, including but not limited to data obtained from cookies, our email management software, tracking links, tracking pixels and other similar methods;
any other data that you may provide us with following our promotional activities;
information about any praise, testimonials, complaints and enquiries you make to us;
information from research, surveys, and marketing activities
HOW WE MAY COLLECT YOUR PERSONAL DATA
We obtain your personal data directly from you when:
you interact with our social media accounts or any live chat functionality on our website or similar;
you communicate with a member of our team either by telephone, in person, by email or by other electronic or postal methods;
you complete an online form on our website or any landing page,
you request a proposal from us in respect of the services we provide;
you engage us to provide our services and also during the provision of those services;
you contact us by email, telephone, post, fax or social media (for example when you have a query about our services)
We may also obtain your personal data indirectly:
from your employer, franchisor, engager, property management company, direct debit collection bureau, umbrella company, licensor or other third party that we communicate with in order to provide our services;
from third parties and/or publicly available resources such as Companies House, HM Revenue & Customs, credit reference agencies, corporate due diligence tools, identification verification software, online footprint, and other such public resources
HOW WE USE PERSONAL DATA WE HOLD ABOUT YOU
We may process your personal data for purposes necessary for the performance of our contract with you and / or your employer or franchisor and to comply with our legal obligations. This may include processing your personal data where you are an employee, subcontractor, franchisee, supplier or customer of our client.
We may also process your personal data for the purposes of our own legitimate interests provided that those interests do not override any of your own interests, rights and freedoms which require the protection of personal data. This includes but is not limited to processing for marketing, business development, statistical, industry research, benchmarking and internal management purposes.
Please note that we may process your personal data for more than one lawful basis depending on the specific purpose for which we are using your data.
Situations in which we will use your personal data
We may use your personal data in order to:
carry out our obligations arising from any agreements entered into between you, your employer, your franchisor, our clients and us (which will most usually be for the provision of our services);
carry out our obligations arising from any agreements entered into between our clients and us (which will most usually be for the provision of our services) where you may be a subcontractor, supplier or customer of our client;
provide you with information related to our services and our events or seek your thoughts and opinions on the services we provide;
include your business name and logo in any promotional materials and collateral as per our terms of business, and
notify you about any changes to our services.
In some circumstances we may anonymise or pseudonymise the personal data so that it can no longer be associated with you, in which case we may use it without further notice to you.
We may also process your personal data without your knowledge or consent, in accordance with this notice, where we are legally required or permitted to do so.
We will only retain your personal data for as long as is necessary to fulfil the purposes for which it is collected.
When assessing what retention period is appropriate for your personal data, we take into consideration the requirements of our business and the services provided, our terms of business at the point of assessment, any statutory or legal obligations and the purposes for which we originally collected the personal data.
Change of purpose
Where we need to use your personal data for a reason, other than the purpose for which we originally collected it, we will only use your personal data where that reason is compatible with the original purpose. If we need to use your data for a new purpose we will notify you and communicate our legal basis for this new processing.
We will share your personal data with third parties where we are required by law, where it is necessary to administer the relationship between us or where we have another legitimate interest in doing so. This may include sharing your personal data with a regulator or to otherwise comply with the law.
"Third parties" includes third-party service providers, your franchisor if under a franchise network agreement, and other entities within our group. Activities carried out by third-party service providers include but are not limited to: IT services, professional advisory services, administration services, marketing services, funding services, business sale advice and brokerage, production of operations manuals, and banking services. We only permit our third-party service providers to process your personal data for specified purposes and in accordance with our instructions
We may share your personal data with other third parties, for example in the context of the possible sale or restructuring of the business. We may also need to share your personal data with a regulator or to otherwise comply with the law.
TRANSFERRING PERSONAL DATA OUTSIDE THE EUROPEAN ECONOMIC AREA (EEA)
We have put in place measures to ensure that your personal data is treated by any third parties outside the European Economic Area in a way that is consistent with and which respects the Data Protection Legislation.
Should you require further information about these measures in respect of any third party, please contact our Data Protection Point of Contact.
h34. DATA SECURITY
We have put in place commercially reasonable and appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected data security breach and will notify you and any applicable regulator of a suspected breach where we are legally required to do so.
RIGHTS OF ACCESS, CORRECTION, ERASURE, AND RESTRICTION
Your duty to inform us of changes
It is important that the personal data we hold about you is accurate and current. Should your personal information change, please notify us of any changes of which we need to be made aware by contacting us, using the contact details below.
Your rights in connection with personal data
Under certain circumstances, by law you have the right to:
Request access to your personal data. This enables you to receive details of the personal data we hold about you and to check that we are processing it lawfully.
Request correction of the personal data that we hold about you.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have exercised your right to object to processing (see below).
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this basis. You also have the right to object where we are processing your personal information for direct marketing purposes.
Request the restriction of processing of your personal data. This enables you to ask us to suspend the processing of personal data about you, for example if you want us to establish its accuracy or the reason for processing it.
Request the transfer of your personal data to you or another data controller if the processing is based on consent, carried out by automated means and this is technically feasible.
If you want to exercise any of the above rights, please contact our Data Protection Point of Contact.
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee for the administrative costs of complying with the request if your request for access is manifestly unfounded or excessive. Alternatively, we may refuse to comply with the request in such circumstances.
We may need to request specific information from you to help us confirm your identity and ensure your right to access the information (or to exercise any of your other rights). This is another appropriate security measure to ensure that personal information is not disclosed to any person who has no right to receive it.
RIGHT TO WITHDRAW CONSENT
In the limited circumstances where you may have provided your consent to the collection, processing and transfer of your personal data for a specific purpose (for example, in relation to direct marketing that you have indicated you would like to receive from us), you have the right to withdraw your consent for that specific processing at any time.
Once we have received notification that you have withdrawn your consent, we will no longer process your personal information (personal data) for the purpose or purposes you originally agreed to, unless we have another legitimate basis for doing so in law.
CHANGES TO THIS NOTICE
Any changes we may make to our privacy notice in the future will be updated on our website.
This privacy notice was last updated on 22 April 2020.
If you have any questions regarding this notice or if you would like to speak to us about the manner in which we process your personal data, please contact our Data Protection Point of Contact, our email address for communications in relation to GDPR is email@example.com.
If you have a complaint with regards to this notice or the manner in which we process your personal data, please contact our Data Protection Officer in the first instance at firstname.lastname@example.org or directly at priviness, 32 Blyburgate, Beccles, NR34 2TB, or at this email email@example.com. You also have the right to make a complaint to the Information Commissioner's Office (ICO), the UK supervisory authority for data protection issues, at any time. The ICO's contact details are as follows:
Information Commissioner's Office
Telephone – 0303 123 1113 (local rate) or 01625 545 745
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