Standard Terms of Business dhjh

Tenbury Wells LLP

(Last Revised June 2025)

 

All engagements that we accept are subject to the following standard terms of business unless changes are expressly agreed in writing.

 

1. Applicable law

1.1: This engagement letter and terms of business are 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.

1.2: If any provision in these 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.

 

2. Client identification and verification

2.1: As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. This will include:

• Maintaining identification procedures for clients and beneficial owners of clients
• Maintaining records of identification evidence and the work undertaken for the client

2.2: We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks.

2.3: Save for exceptional circumstances, we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.

 

3. Client money

3.1: We may at times hold money on your behalf. Any such money will be held on trust in a client bank account, which is held separately to funds that belong to us. The client bank account will be operated, and all funds dealt with, in accordance with the Clients’ Money Rules of the Association of Chartered Certified Accountants.

3.2: To avoid excessive amounts of administration, interest will only be paid to you if 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 our banker for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

3.3: 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.

3.4: We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to 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 5 years and we have taken reasonable steps to trace you and return the monies.

 

4. Commissions and other benefits

4.1: In some circumstances, commissions or other benefits may become payable to us or one of our associates in respect of transactions we or such associates arrange for you. If this happens, we will notify you in writing of the amount and terms of payment. The fees that would be otherwise payable by you will not be abated by such amounts. 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.

 

5. Quality of Service

5.1: 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 Tim Giles.

5.2: We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. Please ask to see our Complaints Policy and Procedure should you require to make a formal complaint. If we do not answer your complaint to your satisfaction, you may of course take up the matter with the Association of Chartered Certified Accountants.

5.3: 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.

5.4: In order for us to continue to provide you with a high-quality service 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 these terms of business and any associated engagement letters.

5.5: 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.

5.6: In addition, this agreement may be terminated for any reason if 90 days’ notice is given.

 

6. Confidentiality

6.1: Communication between us is confidential and we shall take all reasonable steps to keep your information confidential except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. Any subcontractors we use will be bound by the same confidentiality requirements.

6.2: As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

 

7. Conflicts of Interest

7.1: 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 averse to yours. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you. 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.

7.2: 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 and Conduct of the Association of Chartered Certified Accountants which can be viewed at; https://www.accaglobal.com/gb/en/about-us/regulation/rulebook/code-of-ethics-and-conduct.html

 

8. Data Protection

8.1: To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its shareholders / members / officers and employees as described in our privacy policy. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.

8.2: You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.

8.3: Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller. Terms relating to our responsibilities as a data processor are set out in an appendix to these terms of business.

8.4: Our privacy policy, which can be found on our website at www.dhjhtw.co.uk or requested from the office explains how we process personal data in respect of the various services that we provide.

 

9. Investment Services

9.1: If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a designated professional body as we are not authorised to give such advice.

 

10. Fees

10.1: Our fees are calculated on the basis of time spent on your affairs by the partners of the firm and our staff (including any sub-contractors or consultants that we may employ) and on the levels of skill and responsibility involved. In addition, we may charge disbursements of travel, accommodation and other expenses incurred in dealing with your affairs.

10.2: If it is necessary for us to carry out work that is outside the scope of the engagement currently in place with you, we will advise you of this. Any additional work will result in additional fees being charged. We would therefore like to point out that it is in your interests to ensure that the information you provide us with is completed to the agreed stage.

10.3: 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.

10.4: 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.

10.5: Where we have agreed that you will pay on an invoice rendered basis, invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. Any queries you have on our invoices must be notified to us within 21 days of receipt or we shall deem you to have accepted that payment is due.

10.6: Where we have agreed that you will pay us on a standing order basis, we will discuss with you separately the amount and frequency of payments. These standing orders will be applied to fees arising from work agreed in our letter of engagement for the current and ensuing years. Where a scheduled monthly payment is not made any fees invoiced to you that are outstanding at that time will immediately become due for payment in entirety.

10.7: 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.

10.8: 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. Settlement of fees by MasterCard or visa is accepted.

10.9: If you have limited liability, by agreeing to these terms of business, you as Directors, Members or Trustees will be personally liable for any unpaid fees owed to us.

10.10: In the event that we cease to act for you then you agree to meet all reasonable costs of providing information to your new advisers.

 

11. Retention of and access to records

11.1: 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 of your accounts and returns. You have a legal responsibility to retain these records. The law requires individuals, trustees and partnerships to keep records in relation to trading or rental income 6 years from the 31 January following the end of the tax year to which they relate. Other records should be kept for 22 months after the end of the tax year they relate to. Companies, Limited Liability Partnerships and other corporate entities are required to keep records for 6 years from the end of the accounting period.

11.2: 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 7 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.

 

12. Electronic Communication

12.1: Unless you tell us otherwise, we will at times use email or other electronic means to communicate with you.

12.2: 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.

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

 

13. Professional body rules

13.1: We are a member of the Association of Chartered Certified Accountants and can be found on the register of members. Our conduct is subject to its Code of Ethics and Conduct which can be found at https://www.accaglobal.com/gb/en/about-us/regulation/rulebook/code-of-ethics-and-conduct.html Section 3

13.2: You are responsible for bringing to our attention any errors, omissions, or inaccuracies in your returns that you may become aware of after the returns have been submitted, in order that we may assist you to make a voluntary disclosure.

13.3: Where we become aware of errors made by HM Revenue & Customs you give us authority to correct them. In addition, we will not undertake tax planning that breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and targeted anti-avoidance rule. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see ask for copies of these requirements at our offices

Provision of probate-type services

13.4: 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

Professional indemnity insurance

13.5: In accordance with our professional body rules we are required to hold professional indemnity insurance. Details about the insurer and coverage can be requested from our office.

13.6: If for any reason circumstances arise that may result in a claim to our professional indemnity insurers, you give us your permission to notify them.

 

14. Contracts (Rights of Third Parties) Act 1999

14.1: 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.

14.2: 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.

 

15. The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017

15.1: 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 act in accordance with the relevant legislation and regulations.

15.2: The offence of money laundering includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.

15.3: This definition is very wide and would include such crimes as deliberate tax evasion, deliberate failure to inform the tax authorities of known underpayments or excessive repayments, fraudulent claiming of benefits or grants, or obtaining a contract through bribery. Clearly these examples are by no means exhaustive.

15.4: We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firms' partners nor staff may enter into any correspondence or discussions with you regarding such matters.

 

16. General limitation of liability

16.1: We will provide services as outlined in this letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence, fraud 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.

16.2: The maximum liability to our liability as a firm in the event of any one claim arising in respect of the professional services shall not exceed £1 million. This maximum total liability includes any claims for loss or damage, however caused, whether in respect of breaches of contract, tort (including negligence) or otherwise in respect of the professional services and shall also include all other related costs including legal fees, interest, etc.

16.3: This sum shall be the maximum aggregate liability of this from, 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 signing the engagement, 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.

16.4: You will not hold us, the owners of this firm and any staff employed by the firm, 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 the principals or employees personally.

16.5: 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.

16.6: Where we may have to refer you to another firm whom you engage with directly, we accept no responsibility in relation to their work and will not be liable for any loss caused by them.

16.7: 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.

 

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

17.1: 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.

 

18. Advice

18.1: 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.

18.2: 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.

18.3: Unless specifically instructed and agreed in advance we will not assist with the implementation of our advice.

18.4: 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 the light of any change in the law or your circumstances.

18.5: 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.

 

19. Intellectual property rights

19.1: The copyright in any document prepared by us belongs to us in entirety unless the law specifically provides otherwise.

 

20. Interpretation

20.1: If there is a conflict between the engagement letter and these terms of business then the terms of business takes precedence.

20.2: 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.

 

21. Provision of cloud-based services

21.1: Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’). The third party has signed a confidentiality agreement with the firm to ensure compliance with the relevant clauses in the firm’s standard terms of business i.e. our fees (10), Confidentiality (6), Electronic Communication (12), Data Protection (8) and General Limitation of Liability (16).

21.2: The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.

21.3: The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them to help ensure that normal service is resumed as soon as possible.

 

22. Period of engagement and termination

22.1: Unless otherwise agreed in the engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter, except as stated in that letter we will not be responsible for periods before that date.

22.2: 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 us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

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

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

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

• 21 days after the date of notice of termination; or
• A later agreed date

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

 

 

APPENDIX

Processing of customer personal data

1: Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller. Terms relating to our responsibilities as a data processor are set out in the paragraphs below.

2: In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:

• Process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;
• Disclose and transfer the client personal data to [members of our firm’s network,] our regulatory bodies or other third parties (for example, our professional advisors or service providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;
• Disclose the client personal data to courts, government agencies and other third parties as and to the extent required by law;
• Maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.
• Maintain written records of our processing activities performed on your behalf which shall include:
  • i. the categories of processing activities performed;
  • ii. details of any cross-border data transfers outside of the United Kingdom; and
  • iii. a general description of security measures implemented in respect of the client personal data;
• Return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;
• Ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;
• Notify you if we appoint a sub-processor (but only if you have given us your prior written consent, such consent not to be reasonably withheld or delayed) and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this section;
• Where we transfer the client personal data to a country or territory outside the United Kingdom to do so in accordance with data protection legislation;
• Notify you promptly if:
  • i. 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 the client personal data; or
  • ii. We are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Office);
• Notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data; and
• At your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws.

3: Without prejudice to the generality of clause 1, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.

4: Should you require any further details regarding our treatment of personal data, please contact our data controller T G Giles

5: The following details are also required by Article 28(3) of the GDPR:

• Subject matter and duration of the processing of client personal data- The subject matter and duration of the processing of the client personal data are set out in any payroll engagement letters and relate to provision of payroll services adapt as relevant.
• The nature and purpose of the processing of client personal data-The processing of client personal data is in order to calculate payroll and deductions and arrange payments to HMRC
• The types of client personal data to be processed-Personal Data:
  • i. Full name
  • ii. Date of birth
  • iii. Home address
  • iv. National Insurance number
  • v. Tax code
  • vi. Salary