1 Our Contract With You
1.1 These Terms of Business (as updated from time to time) apply to all work we do on your behalf. It is an important document—please read and keep it in a safe place for future reference.
1.2 Each time you engage us to undertake a new service we will send you a letter confirming your instructions and setting out the scope of the work we will carry out for you, our fees and individual contact details. This is called the Engagement Letter. These Terms of Business should be read together with the Engagement Letter—together they form the contract between us.
1.3 If there is any inconsistency between our Terms of Business and the Engagement Letter, the Engagement Letter will take priority.
1.4 Your continuing instructions in this matter will amount to your acceptance of these Terms of Business.
1.5 Unless otherwise agreed, these Terms of Business will apply to all future instructions you give us on this or any other matter.
1.6 These Terms of Business are subject to change from time to time and are updated on our website at www.edgeaccountancy.co.uk/terms.
1.7 This contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
2 About Us
2.1 Edge Accounting & Taxation LLP is a limited liability partnership incorporated in England and Wales with registered number OC451200. Its registered office is at Ware, Hertfordshire.
2.5 You can find details of the postal address, telephone number and email addresses on our website at www.edgeaccountancy.co.uk.
2.6 Edge Accounting & Taxation LLP is regulated by ICAEW (Institute of Chartered Accountants England & Wales) Chartered Accountants’ Hall, Moorgate Place, London EC2R 6EA.
2.7 Edge Accounting & Taxation LLP is governed by ICAEW's Codes of Conduct and other professional rules, which you can access on their website at www.icaew.com. We are registered for VAT purposes. Our VAT registration number is 462510024.
2.8 Where we say 'we', 'us' or 'our' in these Terms of Business, we mean Edge Accounting & Taxation LLP.
3 About You
3.1 Where we say 'you' or 'your' in these Terms of Business, we mean the client identified in the Engagement Letter and anyone authorised to give instructions on that client's behalf.
4 Our Responsibilities and Your Responsibilities
4.1 What you can expect of us.
4.1.1 Treat you fairly and with respect.
4.1.2 Communicate with you in plain language.
4.1.3 Review the status of all services we are engaged to undertake regularly.
4.1.4 Advise you of any changes in legislation that affect your affairs.
4.2 What we expect of you.
4.2.1 Provide documents when we ask for them and respond promptly when we ask for instructions or information.
4.2.2 Notify us if your contact details change.
4.2.3 Tell us immediately if your expectations change or if you are not sure you understand what we have discussed.
4.2.4 Inform us of any time limits or objectives that might not be obvious to us.
4.2.5 Notify us immediately if you receive any email or other communication purporting to be from the firm stating that we have changed our bank details or payment arrangements.
4.2.6 Let us know about any changes in your business that may affect the way we deal with your engagement, including any changes that may affect your tax status in any jurisdiction, any changes to your structure, and any change in your activities.
5 Scope of Our Services
5.1 The scope of the services we will provide is set out in the Engagement Letter.
5.2 We will provide all services to you with reasonable care and skill.
5.3 We will provide all services on the understanding that we receive complete, accurate information from you.
5.4 Unless otherwise agreed in writing, our advice and any documents we prepare:
5.4.1 are for use only in connection with the specific matter on which we are instructed, can only be relied on by you; and
5.4.2 reflect the law in force at the relevant time.
6 Service Standards
6.1 We are normally open between 8.00 am and 5.00 pm from Monday to Saturday. We may be able to arrange appointments outside of these hours, but will be discussed with you in advance. We are closed on all bank holidays.
6.2 We will update you by telephone or in writing (including by email) with progress on your services regularly and explain to you any information we require in order to meet deadlines or due dates.
6.3 We will update you on the cost of your services at the intervals set out in the Engagement Letter.
6.4 We are committed to acting in a way that encourages equality, diversity and inclusion in all our dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy [which is also available on our website].
7 Our Liability to You
7.1 Your contract is solely with Edge Accounting & Taxation LLP, which has sole legal liability for the work done for you and for any act or omission in the course of that work. No representative, member, officer, employee, agent or consultant of Edge Accounting & Taxation LLP, will have any personal legal liability for any loss or claim.
7.2 Unless explicitly agreed otherwise, in writing:
7.2.1 we do not owe, nor do we accept, any duty to any person other than you; and
7.2.2 we do not accept any liability or responsibility for any consequences arising from reliance on our advice by any person other than you.
7.2.3 we are not responsible for any failure to advise or comment on matters falling outside the scope of our instructions, as set out in these Terms of Business and the Engagement Letter.
7.3 Our maximum liability to you (or any other party we have agreed may rely on our services) in relation to any single matter or any group of connected matters which may be aggregated by our insurers will be £1,000,000unless we expressly state a different figure in the Engagement Letter.
7.4 We will not be liable for:
7.4.1 losses that were not foreseeable to you and us when this contract was formed;
7.4.2 losses not caused by any breach on the part of the firm.
7.5 Nothing in these Terms of Business shall exclude or restrict our liability in respect of:
7.5.1 death or personal injury caused by our negligence;
7.5.2 fraud or fraudulent misrepresentation;
7.5.3 any losses caused by wilful misconduct or dishonesty;
7.5.4 any other losses which cannot be excluded or limited by applicable law.
7.6 Please ask if you would like us to explain any of the terms above.
8 Our Fees and Billing
8.1 Our fees are based upon the time spent on your services, the level of skill and responsibility involved, the importance and value of the advice we provide, and the level of risk. We may indicate a fixed fee for the provision of specific services.
8.2 If we provide you with an estimate of our fees, this estimate will not be contractually binding.
8.3 We may deliver our bills to you electronically. Please let us know if you have any particular requirements for the delivery of our bills.
8.4 We bill on completion of each service or monthly depending on the agreement per the letter of engagement. Our bills become due for payment immediately after you receive them and in the currency in which they are submitted.
8.5 Please inform us if you would like a third party to be responsible for paying our bills or any part of them. We must approve this in advance and we will need the party's name, contact details and any other information or identification documents we request. It is your responsibility to pay our bills even if someone else has agreed to pay some or all of them and our bills will still be addressed to you. If someone else does pay some of our bills, you are responsible for paying the rest.
8.6 You may be entitled to assistance with your professional fees through insurance policies you hold or via membership of a professional body. Unless this insurance policy was arranged through us you will need to advise us of any such insurance cover that you hold. You remain liable for our fees irrespective of any insurance policy you may hold.
8.8 We may charge interest on overdue bills on a monthly basis at the Bank of England’s base rate being 5.25% at time of writing, 13th April 2024. You have the right to challenge or complain about our bill. Please see section 16 (Complaints) for details of how to complain about our bill.
9 Commissions and Other Benefits
9.1 In some circumstances we may receive commissions and/or other benefits for introductions to other professionals or in respect of transactions that we arrange for you. Where this happens we will notify you in writing of the amount and terms.
9.2 The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. When we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission.
10 Confidentiality
10.1 We will keep your information confidential, unless:
10.1.1 you consent to the disclosure of that information;
10.1.2 disclosure of the information is required or permitted by law or regulatory requirements that apply to us; or
10.1.3 these Terms of Business state otherwise.
10.2 Examples of organisations we may be required to disclose your information to include:
10.2.1 domestic and international tax authorities;
10.2.2 regulatory authorities;
10.2.3 The National Crime Agency.
10.3 Unless you instruct us otherwise, email will be our default method of communication. We deploy a range of information security measures, but we cannot guarantee the security of information or documents sent by email. If you do not wish us to communicate information by email, please let us know.
10.4 Sometimes we ask other companies or people to bookkeep or do data entry on our files to help us deliver efficient, cost effective professional services. We ensure all outsourcing providers operate under service agreements that are consistent with our legal and professional obligations, including in relation to confidentiality. Information on outsourcing in relation to your personal data is set out in our privacy policy.
10.5 External organisations such as the Information Commissioner's Office may conduct audit or quality checks on our practice from time to time. They may wish to audit or quality check your file and related papers for this purpose. We will require that these external organisations maintain confidentiality in relation to any files and papers which are audited or quality checked.
10.6 Your files may also be reviewed in a due diligence exercise relating to the sale or transfer of all or part of our business, the acquisition of another business by us or the acquisition of new business. If you do not wish your file to be used in this way, please let us know as soon as possible.
11 Privacy and Data Protection
11.1 We use your personal data primarily to provide professional services to you, but also for related purposes such as administration, billing and record keeping and to inform you of our services and events that we think may be of interest to you.
11.2 Our use of your personal data is subject to your instructions, the UK General Data Protection Regulation (UK GDPR), other relevant UK legislation and our professional duty of confidentiality.
11.3 We take your privacy very seriously. Our Privacy policy contains important information on how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data. The Privacy policy is available on our website at www.edgeaccountancy.co.uk/privacy-policy, but please contact us if you would like us to send a copy to you or if you would prefer us to explain our Privacy policy verbally.
11.4 We may record telephone calls and monitor emails for training, regulatory and compliance purposes.
11.5 We use third party service providers (including 'cloud' service providers) to help us deliver efficient, cost effective professional services. This may include document/information hosting, sharing, transfer, analysis, processing or storage. We ensure all third-party service providers operate under service agreements that are consistent with our legal and professional obligations, including in relation to confidentiality, privacy and data protection. If you instruct us to use an alternative provider for storing, sharing or exchanging documents/information, we are not responsible for the security of the data or the provider's security standards.
11.6 We may use your personal data to send you updates (by email, text, telephone or post) about tax and business related developments that might be of interest to you and/or information about our services, including exclusive offers, promotions or new services. You have the right to opt out of receiving promotional communications at any time, by:
11.6.1 contacting us by accounts@edgeaccountancy.co.uk;
11.6.2 using the 'unsubscribe' link in emails or 'STOP' number in texts; or
12 Banking and Related Matters
Our client account
12.1 We will not hold money on client's behalf.
Changes to our bank details
12.2 We will never tell you about changes to important business information, such as bank account details, by email. Please inform us immediately if you receive any email or other communication purporting to be from the firm stating that we have changed our bank details or payment arrangements.
Please ask us if you would like to see our written payment of interest policy.
Receiving and paying funds
12.3 If we receive money in relation to your matter from an unexpected source, there may be a delay in your matter and we may charge you for any additional checks we decide are necessary.
12.4 Where we have to pay money to you, it will be paid by cheque or bank transfer. It will not be paid in cash or to a third party.
13 Prevention of Money Laundering and Terrorist Financing
13.1 To comply with anti-money laundering and counter-terrorist financing requirements, we will ask you for proof of your identity and we may conduct searches or enquiries for this purpose. We may also be required to identify and verify the identity of other persons such as directors or beneficial owners. If you or they do not provide us with the required information promptly, your services may be delayed.
13.2 You agree that we may make checks using online electronic verification systems or other databases as we may decide.
13.3 You must not send us any money until we have told you these checks have been completed.
13.4 We will not usually charge you for identification and verification checks, but we reserve the right to do so where the checks are likely to be significantly more time-consuming than we would normally expect.
13.5 We may ask you to confirm the source of any money you have sent us or will send us. If you do not provide us with that information promptly, your matter may be delayed.
13.6 Any personal data we receive from you for the purpose of preventing money laundering or terrorist financing will be used only for that purpose or:
13.6.1 with your consent; or
13.6.2 as permitted by or under another enactment.
13.7 We are professionally and legally obliged to keep your affairs confidential. However, we may be required by law to make a disclosure to the National Crime Agency where we know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop working on your matter for a period of time and may not be able to tell you why.
13.8 Subject to section 7 ('Our liability to you'), we shall not be liable for any loss arising from or connected with our compliance with any statutory obligation, or reasonable belief we may have, to report matters to the relevant authorities under the provisions of the money laundering and/or terrorist financing legislation.
14 Investment Advice
14.1 If you require advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or the Prudential Regulation Authority or licensed by a Designated Professional Body as we are not;
14.2 If, during the provision of taxation services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority or the Prudential Regulation Authority.
14.3 The permitted third party will issue you with their own terms and conditions letter, will be remunerated separately for their services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000and the Financial Services Act 2012.
15 Professional Indemnity Insurance
15.1 We have professional indemnity insurance giving cover for claims against us. Details of this insurance, including contact details of our insurer and the territorial coverage of the policy, can be provided on request.
15.2 It is a condition of our professional indemnity insurance that we notify our insurer and/or broker of any circumstances which may give rise to a claim against us. In doing so, we may disclose documents and information to our insurer, broker and insurance advisers on a confidential basis. Our insurers and brokers are contractually obliged to keep all information we pass to them strictly confidential.
16 Conflicts of Interest
16.1 Unless we are unable to do so because of our confidentiality obligations, we will inform you if we become aware of a conflict of interest in our engagement with you or in our engagement with you and another client.
16.2 We have professional indemnity insurance giving cover for claims against us. Details of this insurance, including contact details of our insurer and the territorial coverage of the policy, are available on our website, or can be provided on request.
16.3 We have safeguards that can be implemented to protect the interests of clients in the event that a conflict or potential conflict arises. Where possible, this will be done on the basis of your informed consent.
16.4 We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject to the implementation of any safeguards and any confidentiality obligations.
16.5 Where conflicts are identified that cannot be managed in a way that protects your interests, then we will no longer be able to act as your [professional accountancy firm/tax advisers]. If this situation arises we will promptly inform you.
17 Internal Disputes With A Client
17.1 If we become aware of a dispute between the parties who have responsibility for managing the business we will continue to supply information to the registered office for the attention of the partners of the organisation.
17.2 If we receive conflicting advice, information or instructions from different partners we will refer the matter to the partners and take no action until we receive formal instructions in writing.
18 Storage and Retrieval of Records
18.1 We may create and hold client files in hard copy (paper), electronically or a combination of both.
18.2 We normally store client files (except any of your papers you ask to be returned to you) for six years after we send you our final bill. Unless you instruct us to the contrary, we will store your file electronically only and will destroy our paper file/may destroy paper documents and scan them onto our system to be stored electronically. We store the file on the understanding that we may destroy it after six years. We will not destroy original important documents but we may, on reasonable notice, send them to you for safekeeping.
18.3 We will not charge for this storage. We will notify you of our storage rates at the appropriate time if situation changes.
18.4 We reserve the right to exercise a lien over all funds, documents, and records in our possession relating to all services for you until any outstanding fees and disbursements are paid in full.
18.5 Our Privacy policy contains more information about how long we keep personal data for.
19 Complaints
19.1 We want to give you the best possible service. However, if at any point you become unhappy or concerned about the service we have provided you should inform us immediately so we can do our best to resolve the problem. You should do this by contacting account@edgeaccountancy.co.uk who will ensure that your complaint is looked into carefully and promptly.
What to do if we cannot resolve your complaint
19.2 If we do not answer your complaint to your satisfaction, you should contact our professional body ICAEW.
20 Terminating Our Engagement
20.1 You may terminate our appointment at any time by giving us notice in writing. We can keep all your papers and documents while there is still money owed to us for our charges or disbursements.
20.2 We will only decide to stop acting for you with good reason, eg where we feel that the relationship has broken down, if you do not pay a bill, if you provide us with misleading information, or if you act in an abusive or offensive manner. We will give you reasonable notice before we stop acting for you.
20.3 If you or we decide that we should stop acting for you, we will charge you for the work we have done. This will be calculated on the basis set out in the Engagement Letter.
20.4 We will issue a Disengagement Letter to ensure that our respective responsibilities are clear. We are not responsible for reminding you about important dates and/or any deadlines after our appointment has been terminated.