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tax and accountancy

Caroline Sedgwick

Terms of Business


4 September 2013


The following terms of business apply to all engagements accepted by Caroline Sedgwick. All work is carried out under these terms except where changes are expressly agreed in writing.


Applicable law


1. My engagement and my standard terms and conditions 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 engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.


Client identification


2. As with other professional services firms, I am required to identify my clients for the purposes of the UK anti-money laundering legislation. I may request from you, and retain, such information and documentation as I require for these purposes and/or make searches of appropriate databases.


Client money


3. I will not hold money on your behalf.


Commissions or other benefits


4. In some circumstances I may receive commissions or other benefits for introductions to other professionals or in respect of transactions which I arrange for you. Where this happens I will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will be reduced by the amount of the commissions or benefits. When I reduce the fees that I would otherwise charge by the amount of commission retained, I will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission.




5. I am 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 my service please contact me. I agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to my professional body, the Institute of Chartered Accountants in England and Wales.




6. Communication between us is confidential and I shall take all reasonable steps to keep confidential your information except where I am required to disclose it by law, by regulatory bodies, by my insurers or as part of an external peer review. Unless I am authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.


7. I may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by my client confidentiality terms.


8. I reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above I will not disclose any confidential information.


Conflicts of interest


9. I will inform you if I become aware of any conflict of interest in my relationship with you or in my relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then I regret that I will be unable to provide further services. If this happens, I will inform you promptly.


10. 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 I will adopt those safeguards. Where possible this will be done on the basis of your informed consent. I reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.


Data protection


11. I confirm that I will comply with the provisions of the Data Protection Act 1998 when processing personal data about you, your directors and employees if relevant and your/their family/ies. In order to carry out the services of this engagement and for related purposes such as updating and enhancing my client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention I may obtain, process, use and disclose personal data about you.




12. Should I resign or be requested to resign I will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should I have no contact with you for a period of one year or more I may issue to your last known address a disengagement letter and thereafter cease to act.


Electronic and other communication


13. Unless you instruct me otherwise I may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any    attachments.


14. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. I use virus-scanning software to reduce the risk of virus and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and I cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can I 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. If you do not wish to accept these risks please let me know and I will communicate by paper mail, other than where electronic submission is mandatory.


15. Any communication by me with you sent through the post system is deemed to arrive at your postal address three working days after the day that the document was sent.


Fees and payment terms


16. My fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that I provide, as well as the level of risk.


17. If I provide you with an estimate of my fees for any specific work, then the estimate will not be contractually binding unless I explicitly state that that will be the case.


18. Where requested I may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not my 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 me, due to unforeseen circumstances, that a fee quote is inadequate, I reserve the right to notify you of a revised figure or range and to seek your agreement thereto.


19. 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 insurance was arranged through me you will need to advise me of any such insurance cover that you have. You will remain liable for my fees regardless of whether all or part are liable to be paid by your insurers.


20. I will bill on completion of the work and my invoices are due for payment upon presentation, unless we agree that monthly direct debit payments will be more suitable. My fees are exclusive of VAT which will be added where it is chargeable. Any disbursements I incur on your behalf and expenses incurred in the course of carrying out my work for you will be added to my invoices where appropriate. Where we agree that payment by monthly direct debit is appropriate, I will periodically adjust the monthly payment by reference to actual billings where these differ from the agreed payments.


21. Unless otherwise agreed to the contrary my fees do not include the costs of any third party, counsel or other professional fees.


22. I reserve the right to charge interest on late paid invoices at the rate of 3% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. I also reserve the right to suspend my services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. I intend to exercise these rights only where it is fair and reasonable to do so.


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




24. I will only assist with implementation of my advice if specifically instructed and agreed in writing.


Intellectual property rights


25. I will retain all copyright in any document prepared by me during the course of carrying out the engagement save where the law specifically provides otherwise.




26. If any provision of my engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted. 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.


Internal disputes within a client


27. If I 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 my client is the business and I would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties I will continue to supply information to the registered office or normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors or principals in the business I will refer the matter back to the board of directors or partnership and take no further action until the board or partnership has agreed the action to be taken.


Investment advice (including insurance mediation services)


28. If during the provision of professional services to you, you need advice on investments including insurances, I may have to refer you to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body as I am not authorised to give such advice.




29. Insofar as I am permitted to do so by law or professional guidelines, I reserve the right to exercise a lien over all funds, documents and records in my possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.


Limitation of liability


30. I will provide my services with reasonable care and skill. My liability to you is limited to losses, damages, costs and expenses directly caused by my negligence or wilful default.


Exclusion of liability for loss caused by others


I will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to me of incomplete, misleading or false information or if they are caused by a failure to act on my advice or a failure to provide me with relevant information.


Exclusion of liability in relation to circumstances beyond my control


I will not be liable to you for any delay or failure to perform my obligations under this engagement letter if the delay or failure is caused by circumstances outside my reasonable control.


Exclusion of liability relating to the discovery of fraud etc


I will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service I am providing is withheld or concealed from me or misrepresented to me. 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 I have agreed to perform with reasonable care and skill) have been evident to me without further enquiry beyond that which it would have been reasonable for me to have carried out in the circumstances.


Indemnity for unauthorised disclosure


You agree to indemnify me and my 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 my advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at my usual rates for the time that I spend in defending it.


Limitation of third party rights


31. The advice and information I provide to you as part of my service is for your sole use and not for any third party to whom you may communicate it unless I have expressly agreed in the engagement letter that a specified third party may rely on my work. I accept no responsibility to third parties for any advice, information or material produced as part of my 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.


Period of engagement and termination


32. Unless otherwise agreed in the engagement covering letter my work will begin when I receive your implicit or explicit acceptance of that letter. Except as stated in that letter I will not be responsible for periods before that date.


33. Each of us may terminate this agreement by giving not less than 21 days notice in writing to the other party except where you fail to cooperate with me or I have reason to believe that you have provided me or HMRC


with misleading information, in which case I may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.


34. In the event of termination of this contract, I will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless I am required for legal or regulatory reasons to cease work immediately. In that event, I shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.


Professional rules and statutory obligations


35. I will observe and act in accordance with the bye-laws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales and will accept instructions to act for you on this basis. In particular you give me the authority to correct errors made by HMRC where I become aware of them. I will not be liable for any loss, damage or cost arising from my compliance with statutory or regulatory obligations. You can see copies of these requirements in my office. The requirements are also available on the internet at


Reliance on advice


36. I will endeavour to record all advice on important matters in writing. Advice given orally is not intended  to be relied upon unless confirmed in writing. Therefore, if I 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 me in writing.


Retention of papers


37. You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of my work I may collect information from you and others relevant to your tax and financial affairs. I will return any original documents to you. 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: 5 years and 10 months after the end of the tax year;

• otherwise: 22 months after the end of the tax year; Companies and Limited liability Partnerships:

• 6 years from the end of the accounting period.


38. Whilst certain documents may legally belong to you, unless you tell me not to, I intend to destroy correspondence and other papers that are more than seven years old, except documents I think may be of continuing significance. You must tell me if you wish me to keep any document for any longer period.


The Provision of Services Regulations 2009 ('Services Directive')


39. In accordance with my professional body rules, I am required to hold professional indemnity insurance. Details about the insurer and coverage are available on request.


Caroline Sedgwick

I am a chartered accountant with more than 25 years’ experience, but that’s just the start. One client has likened me to Indiana Jones, leading them through the jungle maze and out into the sunlight. It was a surprising image – but not a bad analogy.

I bring many years of experience with one of the largest accountancy firms

and combine it with a personal touch to:


      - support your business as it grows

      - work out where dangers lie

      - and explore opportunities

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