General Terms of Business

(March 2023)

The following standard terms of business apply to all engagements accepted by ARC Financial Limited.  All work carried out is subject to these terms except where changes are expressly agreed in writing.

 

1. Professional obligations

We confirm that we are licensed to carry on general accountancy and tax practice by the Institute of Chartered Accountants in England and Wales.

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.  We accept instructions to act for you on this basis.  In particular you give us authority to correct errors made by H M Revenue & 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.

 

2. Applicable law

This Engagement Letter is governed by, and construed in accordance with, English law.  The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it.  Each party irrevocably waives any right it may have 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.

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

 

3. Changes in the law

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 changes in the law or 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.

 

4. Client Identification

As with other professional services firms, we are required to identify our clients for the purposes of 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 electronic 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.

 

5. Clients’ Money Regulations

We do not, and will not, hold client money on your behalf

 

6. Confidentiality

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.

 

7. Conflicts of interest and independence

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 the confidentiality issues discussed below.  We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you 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 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 the ICAEW website as part of the Regulations and Guidance at www.icaew.com/regulations.

 

8. Data Protection

In this clause, the following definitions shall apply:

• ‘client 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 UK GDPR and any other 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;
• ‘UK GDPR’ means the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020; and
• ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020.

We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all  requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.

You shall only disclose client personal data to us where:

• you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at www.arcfin.co.uk/privacy-policy for this purpose);
• 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.

Should you require any further details regarding our treatment of personal data, please contact our Alex Roberts. We shall only process the client personal data:

• in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
• in order to comply with our legal or regulatory obligations; and
• where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights.

For the purpose of providing our services to you, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers). We will only disclose client personal data to a third party provided that the transfer is undertaken in compliance with the data protection legislation

We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.

 

9. Dealing with HM Revenue & Customs

When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit https://www.gov.uk/government/publications/hmrc-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

 

10.  Termination

We reserve the right to cancel the engagement between us with immediate effect in the event of:

• your insolvency, bankruptcy or other arrangement being reached with creditors;
• failure to pay our fees by the due dates;
• either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

In addition this agreement may be terminated by either party for any reason if 90 days written notice is given, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

 

11. Internet communication

Unless you instruct us otherwise we may, where appropriate, communicate with you and third parties via email or by other electronic means. However, internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch.  It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.  We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you.  If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

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

 

12. Fees and Payment Terms

Our standard service fees are computed on the basis of the time spent on your affairs by our staff, and on the levels of skill and responsibility required. If it is necessary to carry out work outwith the standard services, we will advise you in advance and agree a fee with you for such work. Invoices are payable in accordance with the terms set out on the invoice

Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.

.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.

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.

 

13. Help us to give you the right service

In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters.

If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by contacting Alex Roberts.

Whilst we will endeavour to resolve your complaint to your complete satisfaction, this may not always be possible. Where this is the case, you can refer your complaint to our professional body, the Institute of Chartered Accountants for England & Wales (ICAEW). You can find details of its complaints procedure here: ICAEW – How to make a complaint .

 

14. Contracts (Rights of Third Parties) Act 1999

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.

The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.  We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

 

15. Staff

Our staff are assigned to you on the mutual understanding that neither party will offer employment to, nor employ, the staff of the other who have been involved during the assignment, or dealing with you, within 12 months unless written consent has been obtained from either party.  If such consent is given either party reserves the right to bill an appropriate fee of 25% of annual salary on appointment plus VAT.

16. Provision of Services Regulations 2009

In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is QBE Europe SA/NV, of 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 bought in any court in the United States of America or Canada.’

 

17. General limitation of liability

We will provide our services with reasonable care and skill.  Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.

To the fullest extent permitted by law, we will not be held responsible for any losses, penalties, surcharges, interest or additional tax liabilities which are due to the acts or omissions of any other person or where you or others supply incorrect, inappropriate, incomplete, misleading or false information.  We will not be held responsible if you or others fail to act on our advice or respond promptly to communications from us or other relevant authorities.

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.

We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us.  We will not be responsible 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.  This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.

You have agreed that you will not bring any claim in connection with services to you by the firm against any of our partners or employees personally.

You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise.  This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

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.

Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, its members, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work.  By using the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances.  If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.

 

18. Use of our name in statements or documents issued by you

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 public.

 

19. Draft/interim work or oral advice

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.

 

20. Interpretation

If any provision of our engagement letter or terms of business is held to be void, then that provision 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 the engagement letter or schedules will take precedence.