Standard Terms and Conditions of Business

1. Applicable Law

Our engagement letter, the schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with, the law and practice of [Country]. Each party agrees that the courts of [Country] 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.

2. Client Identification

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

3. Client Monies

We do not operate a client bank account and will not hold money on your behalf. Any refunds from HMRC will be paid directly to you.

4. Client Responsibilities

You are responsible for keeping complete and accurate records of your business and financial affairs, and for giving us all the information and explanations we need, promptly and in full. You must tell us about any changes in your circumstances that may affect the work we do for you. You remain responsible for the accuracy of any accounts or returns we prepare on your behalf, and you should review and approve each one before it is submitted.

Where Making Tax Digital for Income Tax applies to you, you must keep your records digitally using compatible software and make them available to us in good time for each quarterly update and final declaration.

Under the Economic Crime and Corporate Transparency Act 2023, directors and persons with significant control of a company must verify their identity with Companies House. It is your responsibility to complete this verification within the required deadlines, unless we have agreed in writing to carry it out for you as your authorised agent. We will not be responsible for any penalties, filing restrictions or other consequences arising from identity verification not being completed in time.

5. Commissions and Other Benefits

We wish to inform you that, in the course of providing our services, we may receive commissions or other forms of compensation from finance companies and other entities to whom we introduce you. By engaging our services, you grant us permission to receive such commissions or compensation. Please rest assured that this practice is in accordance with industry standards and does not influence our commitment to act in your best interest.

6. Complaints

We are 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 our service please contact [PrimaryOfficer]. Where your complaint relates to that person, you should instead contact [Manager]. We 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 our professional body, the Association of Accounting Technicians (AAT), using the complaint form on its website at aat.org.uk/membership/standards-requirements/complaints. If you are unable to use the online form, AAT's Professional Standards team can be contacted on 020 7397 3008 or at aatstandards@aat.org.uk. AAT will normally expect you to have given us the opportunity to resolve the matter first, and complaints should usually be made to AAT within one year of the issue arising.

7. Conduct Towards Our Team

We are committed to providing a safe and respectful working environment for everyone at [FirmName]. We will not tolerate harassment, abuse, intimidation, threatening behaviour or discrimination towards any member of our team by you or by anyone acting on your behalf, including your directors, shareholders, employees, family members and agents. This includes conduct of a sexual nature and conduct related to any protected characteristic under the Equality Act 2010, such as age, disability, race, religion or belief, sex, sexual orientation or gender reassignment.

This applies to every form of contact, including meetings in person or by video, telephone calls, emails, letters, text and instant messages, and social media.

If we consider that unacceptable behaviour has taken place, we may, at our discretion, issue a written warning, require that future communication takes place only in writing or through a named contact, suspend our services, or end our engagement with immediate effect. Where we end our engagement for this reason, all fees for work done up to that date remain payable. We may also report serious incidents to the police or other appropriate authorities.

We will always put the wellbeing of our team first, and we will support any member of staff who raises a concern.

8. Confidentiality

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

We may, on occasion, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

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

9. Conflicts of Interest

We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified that cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly.

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

10. Consumer Clients

This clause applies where you are an individual engaging us for purposes wholly or mainly outside your trade, business, craft or profession, for example for your personal tax return. Where this clause conflicts with any other term, this clause takes precedence. Nothing in these terms affects your statutory rights as a consumer.

Right to cancel. Where our engagement is agreed at a distance (for example by email, online or by telephone) or away from our offices, you may cancel it within 14 days of the day you accept our engagement letter, without giving a reason. To cancel, please tell us in writing at info@chadwickaccountants.co.uk. If you ask us to start work within the 14 days and then cancel, you will pay for the work done up to the point you tell us. If we complete the work in full within the 14 days at your request, you will lose the right to cancel.

Minimum term and notice. The 12-month minimum term in clause 23 does not apply to you. You may end our engagement at any time by giving us 30 days' written notice. Fees for work done up to the end of the notice period remain payable.

Fee increases. If we notify you of an increase under the annual fee uplift in clause 13, you may end our engagement without any further charge by telling us in writing before the increase takes effect.

Late payment. The 10% administration charge in clause 13 does not apply to you. Interest under the Late Payment of Commercial Debts (Interest) Act 1998 also does not apply to you.

11. Data Protection

We will comply with UK data protection legislation, including the UK GDPR and the Data Protection Act 2018, as amended by the Data (Use and Access) Act 2025, when processing personal data about you. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention, we may obtain, process, use and disclose personal data about you. We will provide you with a specific privacy notice, which we may update from time to time.

If you have a concern about how we handle your personal data, please contact [PrimaryOfficer] in the first instance. We will acknowledge your complaint within 30 days and respond to it without undue delay. You also have the right to complain to the Information Commissioner's Office.

Use of technology and AI. We use carefully selected technology, including artificial intelligence (AI) tools, to help us work efficiently, for example to draft documents, analyse data and summarise meetings. We only use tools that meet our data security standards and whose terms do not allow your data to be used to train their models. All work produced with the help of AI is reviewed by a member of our team, and we remain responsible for the work and advice we give you.

Recording of meetings. We may record and transcribe meetings and calls with you so that we have an accurate record of what was discussed and agreed. We will tell you at the start of a meeting or call if it is being recorded, and recordings and transcripts are held securely in line with our privacy notice.

12. Electronic and Other Communication

Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient (you) is/are responsible for virus checking/anti-virus measures relating to emails and any attachments.

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

Any communication sent through the post system by us is deemed to arrive at your postal address within two working days after the day that the document was sent.

13. Fees and Payment Terms

Basis of fees. Our fees do not solely depend on the amount of time spent on your affairs. Levels of skill, responsibility, importance and value are also factors, as well as the level of risk.

If we provide you with an estimate of our fees for any specific work, then that estimate will not be contractually binding unless we explicitly state that will be the case. We may commence work without having stated or agreed a fee in which case, if we fail to agree a fee, it will be charged on a time basis at our then standard hourly rate per fee earner.

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

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 us, you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

Billing and payment. We bill monthly, quarterly, or per project for one-off services. Invoices are due for payment within 14 days of the invoice date. Our fees are exclusive of VAT, which will be added where applicable. Any disbursements or expenses incurred on your behalf will be added to our invoices where appropriate. Unless otherwise agreed, our fees do not include third-party, counsel or other professional fees.

Annual fee uplift. All fees are subject to an annual uplift of up to 5%. We will notify you in writing no less than 30 days before any uplift takes effect. The revised fees will apply to all services from the anniversary date and will be reflected in subsequent invoices. By continuing to engage our services after the anniversary date, you accept the revised fee schedule.

Annual accounts: billing and completion. Fees for annual services are payable in full, upfront, before we start work. An invoice will be issued at the point of engagement for annual accounts work and must be settled within 14 days of the invoice date. We reserve the right not to start, or to suspend, work where payment has not been received within this period, until payment is received in full.

We aim to complete annual accounts within one calendar month of receiving all necessary information, records and documentation from you. It is your responsibility to ensure that all required information is provided to us promptly and in full. This timescale applies only where all requested information has been received and payment has been made in accordance with the above. We will not be held responsible for delays arising from incomplete or late provision of information by you or third parties.

Direct Debit payments. All ongoing services are payable by Direct Debit, which will be set up upon engagement. Returned Direct Debits will incur a £25 administration charge. If you recall a Direct Debit, your account will be placed under review immediately, as set out in the late payment policy below.

Late payment policy.

  • Invoices more than 15 days overdue: we reserve the right to apply a £25 administration charge.
  • Invoices 30 days overdue: your account will be placed on hold and we will suspend all services until payment is up to date.
  • Invoices 60 days overdue: your account will be reviewed and we may apply an administration charge of 10% of the outstanding balance (minimum £100) to cover the additional time and cost of managing and recovering the overdue account. At this stage we may also end our engagement with you, in which case all outstanding fees remain due and payable in full.

Interest on late payments. Where this contract exists between us and a purchaser acting in the course of business, we reserve the right to charge interest on overdue invoices at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. The administration charges above reflect our costs of managing overdue accounts and are separate from any statutory interest.

If payment of any fees is unduly delayed, we reserve the right to suspend services or cease acting for you with written notice. We will only exercise this right where it is fair and reasonable to do so.

Fee disputes. If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 21 days of receipt, failing which the invoice will be deemed accepted and payment will be due.

14. Implementation

We will only assist with implementation of our advice if specifically instructed and agreed in writing.

15. Intellectual Property Rights

We will retain all copyright in any document prepared by us during the course of carrying out the engagement, save where the law specifically provides otherwise.

16. Interpretation

If any provision of these terms and conditions, the engagement letter or enclosed schedules 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.

17. Internal Disputes Within a Client

If we 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 our client is the business 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 normal place of business for the attention of the nominated party. 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/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.

18. Investment Advice (including insurance mediation services)

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.

19. Lien

Insofar as we are permitted to do so by law and professional guidelines, we may exercise a lien over documents and records in our possession that relate to work for which our fees and disbursements remain unpaid, until those fees and disbursements are paid in full. We will not exercise a lien over your statutory records, or in a way that prevents you from meeting your legal and filing obligations.

20. 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 directly caused by our negligence or wilful default. Unless otherwise specified in the engagement letter, our liability is limited in aggregate to an amount equal to the total fees payable by you to us for the 12 months before the event giving rise to the claim.

Exclusion of liability for loss caused by others. We 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 us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.

Exclusion of liability in relation to circumstances beyond our control. 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.

Exclusion of liability relating to the discovery of fraud etc. 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 or misrepresented to us. 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, beyond that which it would have been reasonable for us to have carried out in the circumstances.

Indemnity for unauthorised disclosure. 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.

Limitation of aggregate liability. Where the engagement letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this Company, its Directors, 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 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.

You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our Company or employees on a personal basis.

Nothing in these terms shall limit or exclude our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

21. Limitation of Third Party Rights

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

22. Non-Solicitation of Staff

During our engagement and for 12 months after it ends, you agree not to employ, engage or solicit, directly or indirectly, any member of our team who has worked on your affairs in the 12 months before our engagement ends, without our prior written consent. This does not apply to recruitment advertising that is open to the public and not aimed at our team. If you breach this clause, you agree to pay us a fee equal to 25% of that person's annual salary with you, which reflects the cost to us of recruiting and training a replacement.

23. Period of Engagement and Termination

Start of engagement. 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.

Minimum term. All ongoing services are subject to a minimum term of 12 months from the date of engagement unless otherwise specified. One-off projects are not subject to a minimum term and will be in force only for the duration of the agreed work.

Notice periods.

  • Ongoing services: after the initial 12-month term, either party may end the engagement by giving 90 days' written notice.
  • Software licences (QuickBooks, Xero, Dext and similar): these can be cancelled with 35 days' written notice.
  • One-off projects or advisory work: these end automatically when the agreed work is complete and do not require notice.

How to give notice. All termination requests must be made in writing to info@chadwickaccountants.co.uk. During the notice period you remain liable for all fees for services provided up to the termination date.

Ending the engagement immediately. We may end our engagement with immediate effect by written notice if:

  • you fail to comply with our payment terms in clause 13;
  • you provide false or misleading information to us or to HMRC;
  • you engage in fraudulent or unlawful activities;
  • you fail to cooperate with us; or
  • you or anyone acting on your behalf breaches clause 7 (Conduct Towards Our Team).

In these cases, all outstanding fees will become immediately due and payable in full.

When we end the engagement. If we decide to end our engagement for any other reason, we will give you written notice and a reasonable handover period where required. We will normally issue a disengagement letter so that our respective responsibilities are clear. If we have had no contact with you for a period we consider excessive, we may send a disengagement letter to your last known address and then cease to act.

Work in progress. On termination, we will endeavour to agree with you the arrangements for completing any work in progress, 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. Termination will be without prejudice to any rights that have accrued to either party before termination.

Handover to a new adviser. If our engagement ends, you may appoint a new adviser. We will respond to professional clearance requests in line with our professional obligations, but we reserve the right to charge a reasonable fee for preparing handover information. Any documents held under a lien in clause 19 will be released once the related fees have been paid in full.

24. Professional Rules and Statutory Obligations

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of our accounting body and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC 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.

25. Reliance on Advice

We 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 we 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 us in writing.

26. Retention of Papers

You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will return any original documents to you, if requested, provided our fees are paid up to date. 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 ten months after the end of the tax year
  • otherwise: 22 months after the end of the tax year

Companies, LLPs and other corporate entities:

  • six years from the end of the accounting period

Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old. You must tell us if you require the return or retention of any specific documents for a longer period.

Under the Money Laundering Regulations, we must keep client identification and related records for five years after our business relationship with you ends. We will retain these records for that period even if you ask us to delete them, and then securely destroy them unless we are required by law to keep them longer.

27. The Provision of Services Regulations 2009 (‘Services Directive’)

In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our website or at our offices.