The following standard terms of business apply to all engagements accepted by Dua & Co Limited T/A Dua & Co. Chartered Accountants. All work carried out is subject to these terms except where changes are expressly agreed in writing. Download a copy of our standard terms of business.
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Details of the firm’s professional registrations can be found at https://www.dua.co.uk/contact
under Provision of Services Regulations Disclosures.
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We will observe and act in accordance with the bye-laws and
regulations of the Institute of Chartered Accountants in England and Wales
together with their code of ethics which can be found at www.icaew.com/regulations. We
accept instructions to act for you on this basis. In particular, you give us
authority to correct errors made by HM Revenue and Customs 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.
Professional
indemnity insurance
· In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is QBE UK Limited of Plantation Place, 30 Fenchurch Street, London, EC3M 3BD. 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 of America or Canada.
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If for any reason circumstances arise that may result in a claim
to our professional indemnity insurers, you give us permission to notify them.
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Since we are not authorised by the Financial Conduct Authority then
we may have to refer you to someone who is authorised if you need advice on
investments. However, as we are licensed by the Institute of Chartered
Accountants in England and Wales, 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.
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Such advice may include:
1.
advise you on investments generally, but not recommend a
particular investment or type of investment;
2.
refer you to a Permitted Third Party (PTP) (an independent firm
authorised by the FCA), 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
and conditions 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;
1.
advise you in connection with the disposal of an investment,
other than your rights in a pension policy or scheme;
2.
advise and assist you in transactions concerning shares or other
securities not quoted on a recognised exchange;
3.
assist you in making arrangements for transactions in
investments in certain circumstances; and
4.
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.
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We may also, on the understanding that the shares or other
securities of the company are not publicly traded:
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advise the company, existing or prospective shareholders in
relation to exercising rights, taking benefits or share options, valuations and
methods of such valuations;
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arrange any agreements in connection with the issue, sale or
transfer of the company’s shares or other securities;
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arrange for the issue of new shares; and
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act as the addressee to receive confirmation of acceptance of
offer documents etc.
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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 undertake
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We are not authorised by the Financial Conduct Authority.
However, we are included on the Register maintained by the Financial Conduct
Authority so that we can carry on insurance mediation activity, which is
broadly the advising on, selling, and administration of insurance contracts.
This part of our business, including arrangements for complaints or redress if
something goes wrong, is regulated by the Institute of Chartered Accountants in
England and Wales. The
register can be accessed via the Financial Conduct Authority website at http://www.fca.org.uk/register
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To enable us to provide you with a proper service, there may be
occasions when we will need to contact you without your express permission
concerning investment business matters. For example, it may be in your
interests to sell a particular investment and we would wish to inform you of
this. We may therefore contact you in such circumstances, but would only do so
in our normal office hours of 30AM to 5.30PM. We shall of course comply with
any restrictions you may wish to impose which you notify to us in writing. Client Monies – Designated
Investment Business
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Because of the categorisation we have given you, you will lose
the protection given to retail clients under the Conduct of Business Source
Book of the Financial Conduct Authority. Protection in the following areas will
not apply because when advising you we will assume that you are able to protect
your own interests:
We do not need to warn you of
the nature of any risks involved in any transactions we recommend for you or
give you written risk warnings about any transactions.
We do not need to make a
recorded assessment of your financial standing, ensure that the terms of the
loan(s) and the amounts are suitable.
We do not have to arrange or
effect any transaction for you at a reasonable price.
We do not need to arrange or
effect any transaction for you on the best terms available.
Please note that you will
also lose the right of access to the Financial Ombudsman Service.
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In some circumstances, commissions or other benefits may become
payable to us [or to one of our associates] in respect of transactions we [or
such associates] arrange for you, in which case you will be notified in writing
of the amount and terms of payment. You consent to such commission or other
benefits being retained by us [or, as the case may be, by our associates,]
without our, [or their,] being liable to account to you for any such amounts.
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We may, from time to time, hold money on your behalf. Such money
will be held in trust in a client bank account, which is segregated from the
firm’s funds. The account will be operated, and all funds dealt with, in
accordance with the Clients’ Money Regulations of Institute of Chartered
Accountants in England and Wales.
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In order to avoid an excessive amount of administration,
interest will only be paid to you where the amount of interest that would be
earned on the balances held on your behalf in any calendar year exceeds £25.
Any such interest would be calculated using the prevailing rate applied by
Barclays Bank Plc for small deposits subject to the minimum period of notice
for withdrawals. Subject to any tax legislation, interest will be paid gross.
·
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, then the money
will be placed in a separate interest-bearing client bank account designated to
you. All interest earned on such money will be paid to you. Subject to any tax
legislation, interest will be paid gross.
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In the unlikely event of us holding any unclaimed monies, we
reserve the rightto pay such monies to a registered
charity in line with the guidelines set out in the Clients’ Money Regulations
referred to above. We will not do this unless we have been unable to contact
you for at least five years and we have taken reasonable steps to trace you and
return the monies.
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Our fees are computed on the basis of time spent on your affairs
by the principals, our staff and subcontractors and on the levels of skill and
responsibility involved. Disbursements represent travel, accommodation and
other expenses incurred in dealing with your affairs.
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If it is necessary to carry out work outside the
responsibilities outlined in this letter, we will advise you in advance. Any
additional work 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.
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Invoices are payable in full (including disbursements) in
accordance with the terms set out on the invoice.
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It is our normal practice to request that clients make
arrangements to pay a proportion of their fee on a monthly direct debit. These
direct debits will be applied to fees arising from work agreed in this letter
of engagement for the current and ensuing years. Once we have been able to
assess the amount of work and time involved we would be grateful if you would
agree to pay an amount to us on a regular basis. We reserve the right to charge
interest on overdue accounts at the current rate under the Late Payment of
Commercial Debts (Interest) Act 1998. We also reserve the right to terminate
our engagement and cease acting if payment of any fees billed is unduly
delayed. [We accept Settlement of fees by certain credit cards.] As
Individuals, you guarantee to pay personally any fees (including disbursements)
for services provided to the company that the company is unable to pay. This
clause shall become effective in the event of a receiver or liquidator being
appointed to the company or the company otherwise being wound-u In the event
that this firm ceases to act in relation to your company’s affairs you agree to
meet all reasonable costs of providing information to the company’s new
advisers. In particular you agree to meet these costs where we are required by
law to provide information to a successor firm.
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If we give you an estimate of our fees for carrying out any
specific work, then that estimate will not be contractually binding unless we
have explicitly stated that will be the case.
·
If we agree a fixed fee with you for providing a specific range
of services this will be the subject of a separate agreement. This agreement
will set out the period which the fixed fee relates to and the services covered
by it.
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You may have an insurance policy or membership of a trade or
professional body that entitles you to assistance with payment of our fees in
some situations. A particular example would be assistance with an investigation
by HM Revenue & Customs. Unless you arranged the insurance through us then
you will need to advise us of any such cover you have. Please note that you
remain liable for our fees regardless of whether all or part are liable to be
paid by your insurers.
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During the course of our work we will collect information from
you and others acting on your behalf and will return any original documents to
you following the preparation and audit of your financial statements and
returns. You should retain these records for 6 years from the 31 January
following the end of the tax year to which they relate. You should retain them
for longer if HM Revenue and Customs enquire into your tax returns.
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Whilst certain documents may legally belong to you, unless you tell
us not to, we intend to destroy correspondence and other papers that we store
which are more than seven years old, other than documents which we consider to
be of continuing significance. If you require retention of any document you
must notify us of that fact in writing.
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We reserve the right during our engagement with you to deliver
services to other clients whose interests might compete with yours or are or
may be adverse to yours, subject to 8 below. We confirm that we will notify you
immediately should we become aware of any conflict of interest involving us and
affecting you.
·
If a conflict of interest should arise, either between two or
more of our clients, or in the provision of multiple services to a single
client, we will take such steps as are necessary to deal with the conflict. In
resolving the conflict, we would be guided by the Code of Ethics of the
Institute of Chartered Accountants in England and Wales which can be viewed
at www.icaew.com/regulations.
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We confirm that where you give us confidential information, we shall
at all times keep it confidential, except as required by law or as provided for
in regulatory, ethical or other professional statements relevant to our
engagement. Any subcontractors we use will be bound by the same confidentiality
requirement.
engagement
letter, or its application, are found to be invalid, illegal or otherwise
unenforceable in any respect, the validity, legality or enforceability of any
other provisions shall not in any way be affected or impaired.
·
Persons who are not party to this agreement shall have no rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this agreement. This clause does not affect any right or remedy of any person
which exists or is available otherwise than pursuant to that Act.
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The advice we give you is for your sole use and is confidential
to you and will
not constitute advice for any third party to whom you may
communicate it. We will accept no responsibility to third parties for any
aspect of our professional services or work that is made available to them.
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In common with all accountancy and legal practices, the firm is
required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations
2017 to:
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Maintain identification procedures for clients and beneficial
owners of clients;
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Maintain records of identification evidence and the work
undertaken for the client; and
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Report, in accordance with the relevant legislation and
regulations.
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We have a statutory obligation under the above legislation to
report to National Crime Agency (NCA) any reasonable knowledge or suspicion of
money laundering. Any such report must be made in the strictest confidence. In
fulfilment of our legal obligations, neither the firm’s principals nor may
staff enter into any correspondence or discussions with you regarding such
matters.
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If we are not able to obtain satisfactory evidence of your
identity and where applicable that of the beneficial owners, we will not be
able to proceed with the engagement
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Unless agreed specifically in a separate engagement letter, we
are not responsible for your compliance with the International Tax Compliance
(United States of America) Regulations 2013, produced as a result of FATCA. In
particular, we are not responsible for the categorisation of any UK entity into
either a Financial Institution (FI) or an active or passive Non-Financial
Foreign Entity (NFFE) nor, if a Financial Institution, for its registration
with the US Internal Revenue Service (IRS) and subsequent submission of the
required annual returns to HM Revenue & Customs.
·
2 However, if requested to do so we can provide advice on the
completion of the forms supplied by Financial Institutions under these
Regulations, or under Common Reporting Standards, and used by them to determine
the status of an entity. We can also provide advice on setting up the
appropriate systems to identify and report on your clients or beneficiaries who
are foreign citizens affected by FATCA or Common Reporting Standards.
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We will provide services as outlined in this letter with
reasonable care and skill.
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 relevant authorities.
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You will not hold us, our principals/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 this agreement. You have agreed that
you will not bring any claim in connection with services we provide to you
against any of our partners, directors or employees personally.
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Our work is not, unless there is a legal or regulatory
requirement, to be made available to third parties without our written
permission and we will accept no responsibility to third parties for any aspect
of our professional services or work that is made available to them.
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We will retain all intellectual property rights in any document
prepared by us during the course of carrying out the engagement except where
the law specifically states otherwise. You may only use such rights to the
extent we agreed when engaged to provide services to you and may not resell or
sublicense such rights without our further prior consent.
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You are not permitted to use our name in any statement or
document that 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 publi
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In the course of our providing services to you we may provide
advice or reports or other work products in draft or interim form, or orally. However,
final written work products will always prevail over any draft, interim or oral
statements.
Where you request it, we will provide you with written
confirmation of matters stated orally.
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We use the services of an outsourcing company to assist with the
processing of your data.
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Advice we give you orally should not be relied upon unless we
confirm it in writing. We endeavour to record all advice on important matters
in writing. However if you particularly wish to rely upon oral advice we give
you during a telephone conversation or a meeting, you must ask for the advice
to be confirmed in writing.
·
Unless specifically instructed and agreed in advance we will not
assist with the implementation of our advice.
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If there is a conflict between the engagement letter and these
terms of business then the engagement letter takes precedence.
·
If any provision of this engagement letter or terms of business
or its application is held to be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of any other provision and
its application shall not in any way be affected or impaired.
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If we become aware of a dispute between the parties who own the
business. or who are in some way involved in its ownership and management, it
should be noted that our client is the business (unless we have agreed
otherwise) and 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 registered
office/normal place of business for the attention of the directors/proprietors.
If conflicting advice, information or instructions are received from different
directors/principals in the business, we will refer the matter back to the
board of directors/the partnership and take no further action until the
board/partnership has agreed the action to be taken. In certain cases we
reserve the right to cease acting for the business/client entirely.
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You have a legal responsibility to retain documents and records
relevant to your financial affairs. During the course of our work we may
collect information from you and others relevant to your tax and financial
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:
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, Limited Liability Partnerships, and other corporate entities:
·
six years from the end of the accounting period.
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Although certain documents may legally belong to you, we may
destroy correspondence and other papers that we store electronically or
otherwise that are more than seven years old, except documents we think may be
of continuing significance. You must tell us if you wish us to keep any
document for any longer period.
·
If we resign or are asked to resign, we will normally issue a
disengagement letter to ensure that our respective responsibilities are clear.
If we
do not deal with your complaint in this time, or if you are unhappy with our
response, you may of course take up the matter with the Legal Ombudsman.
The
Legal Ombudsman’s ability to deal with your complaint is dependent on the
following factors;
a)
you must refer the complaint to the Legal Ombudsman no later
than:
·
six years from the act/omission;
·
or three years from when you should reasonably have known there
was cause for complaint; and
b)
you must refer the complaint to the Legal Ombudsman within six
months of the date of our written response.
Contact
details for the Legal Ombudsman
T: 0300 555 0333
E: enquiries@legalombudsman.org.uk
Legal Ombudsman, PO Box 6167, Slough, SL1 0EH]
In the unlikely event that we
cannot meet our liabilities to you, you may be able to seek a grant from
ICAEW’s Probate Compensation Scheme. Generally, applications for a grant must
be made to ICAEW within 12 months of the time you became aware, or reasonably
ought to have become aware, of the loss.
Further information about the
scheme and the circumstances in which grants may be made is available on
ICAEW's website: www.icaew.com/probate