General Terms of Business

General terms and conditions

1 Limited Company
1.1 Harts is a Limited Company, the registration number is 06675927 and its registered office address is Westminster House, 10 Westminster Road, Macclesfield, Cheshire SK10 1BX.  Any reference in our terms of business, any correspondence or in the context of providing services, to “the firm” or “director” indicates Harts Limited and directors of Harts Limited respectively.

2 Proceeds of Crime Act 2002 and Money Laundering Regulations 2007
2.1 In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

• Maintain customer due diligence procedures for all clients;
• Maintain records of identification evidence;
• Report, in accordance with the relevant legislation and regulations, to the Serious Organised Crime Agency.

3 Fees
3.1 Our fees are computed on the basis of the time spent on your affairs by the directors and our staff and on the levels of skill and responsibility involved.  Unless otherwise agreed for a specific assignment, our fees will be charged based on the time spent on your affairs at the hourly rates of the personnel involved and will be billed at appropriate intervals during the course of the year and will be due on presentation.

3.2 If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees.  Accordingly, we would like to point out that it is in your interests to ensure that your records etc., are completed to the agreed stage.

3.3 Our fees will exclude out of pocket expenses. Out of pocket expenses (plus VAT (if applicable)) will be billed as incurred for reimbursement by you.

3.4 Our fees will be raised at the following intervals:

• accounts and/or audit work may be billed in two parts at our discretion. 80% of the quoted fee may be raised when the fieldwork has been completed and the draft accounts are provided to you in advance of discussion. The remaining 20%, plus any additional costs incurred on your behalf as part of the completion process, will be raised on completion of the audit and/or accounts.
• other assignments will be billed on a monthly basis, or in full on completion if the assignment is short i.e. under a month.

3.5 As the majority of our costs relate to staff wages and salaries, we are unable to offer extended credit terms and our fees are due on presentation.  In order to help clients to spread the cost of annual re-occurring fees, we offer the following options:

• you can pay regular bills by standing order, six months in advance of commencement of work and six months in arrears.  There is no charge for this.
• you may pay regular bills in six equal instalments, starting on commencement of the work.This is subject to a 5% surcharge.

3.6 If either of these is of interest, please speak to your usual contact.

3.7 Where we have agreed a contingency fee based on a potential saving, that saving shall be as calculated by us. The fee shall be payable whether you choose to take advantage of the saving.

4 Services
4.1 The services we provide are different for every client and will be covered in a separate service agreement.

5 Applicable law
5.1 This engagement letter shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

5.2 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.

5.3 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.

6 Confidentiality
6.1 We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to our engagement.

6.2 In accordance with common procedures used by accountancy firms, we operate a ‘Chinese wall’ procedure under which our corporate finance department conducts its activities entirely separately from the other departments of the firm. You agree that we will not be obliged to disclose to you or take into consideration in providing services to you information the disclosure of which would or might be a breach of duty or confidence to any other person.

7 External Review
7.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality control review. Our reviewers are highly experienced and professional people and, of course, are bound by the same requirements for confidentiality as our partners and staff.

8 Communicating with you
8.1 We will communicate with you any matters affecting your auditing, accounting and taxation affairs at an appropriate time, either by letter, telephone or e-mail.

9 Electronic communication
9.1 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 not be appropriate 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 the 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.

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

10 Retention of and access to records
10.1 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 completion of the work undertaken on your behalf.

10.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven 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.

11 Registered Office
11.1 If you use our registered office service and you cease to become a client, we require you to change your registered office within 28 days. If you fail to change or seek approval to remain registered at our office, we reserve the right to change your registered office address to your last known business address.

12 Clients’ money regulations
12.1 We may, from time to time, hold money on your behalf.  The money will be held in trust in a client bank account, which is segregated from the firm’s funds.  The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Instituted of Chartered Accountants in England and Wales.

12.2 In order to avoid an excessive amount of administration, interest will only be paid to you where 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 NatWest Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

12.3 If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, 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.

12.4 We will return monies held on your behalf promptly as soon as there is no longer any reason  to retain those funds.  If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.

13 Data Protection
13.1 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 notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.

13.2 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.

13.3 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.

13.4 Our privacy notice, as set out in these terms of business explains how we process personal data in respect of the various services that we provide.

14 Privacy notice
14.1 Harts Limited takes the protection of your privacy very seriously.  We will only use your personal information to deliver the services you have requested from us, and to meet our legal responsibilities.

14.2 How do we collect information from you?
We obtain information about you when you engage us to deliver our services and/or when you use our website, for example, when you contact us about our services.

14.3 What type of information do we collect from you?
The personal information we collect from you will vary depending on which services you engage us to deliver.  The personal information we collect might include your name, address, telephone number, email address, your Unique Tax Reference (UTR) number, your National Insurance number, bank account details, your IP address, which pages you may have visited on our website and when you accessed them.

14.4 How is your information used?
In general terms, and depending on which services you engage us to deliver, as part of providing our agreed services we may use your information to:

• contact you by post, email or telephone
• verify your identity where this is required
• understand your needs and how they may be met
• maintain our records in accordance with applicable legal and regulatory obligations
• process financial transactions
• prevent and detect crime, fraud or corruption

14.5 We are required by legislation, other regulatory requirements and our insurers to retain your data where we have ceased to act for you.  The period of retention required varies with the applicable legislation but is typically six years.  To ensure compliance with all such requirements it is the policy of the firm to retain all data for a period of seven years from the end of the period concerned.

14.6 Who has access to your information?

• We will not sell or rent your information to third parties.
• We will not share your information with third parties for marketing purposes.
• Any staff with access to your information have a duty of confidentiality under the ethical standards that this firm is required to follow.

14.7 Third Party Service Providers working on our behalf
We may pass your information to our third party service providers, agents, subcontractors and other associated organisations for the purposes of completing tasks and providing services to you on our behalf, for example to process payroll or basic bookkeeping. However, when we use third party service providers, we disclose only the personal information that is necessary to deliver the service and we have a contract in place that requires them to keep your information secure and not to use it for their own purposes.

14.8 Please be assured that we will not release your information to third parties unless you have requested that we do so, or we are required to do so by law, for example, by a court order or for the purposes of prevention and detection of crime, fraud or corruption.

15 How you can access and update your information
15.1 Keeping your information up to date and accurate is important to us.  We commit to regularly review and correct where necessary, the information that we hold about you.  If any of your information changes, please email or write to us, or call us using the ‘Contact information’ noted below.

15.2 You have the right to ask for a copy of the information Harts Limited holds about you.

15.3 Security precautions in place to protect the loss, misuse or alteration of your information

15.4 Whilst we strive to protect your personal information, we cannot guarantee the security of any information you transmit to us, and you do so at your own risk.

15.5 Once we receive your information, we make our best effort to ensure its security on our systems. Where we have given, or where you have chosen, a password which enables you to access information, you are responsible for keeping this password confidential.  We ask you not to share your password with anyone.

15.6 Your data will usually be processed in our offices in the UK.  However, to allow us to operate efficient digital processes, we sometimes need to store information in servers located outside the UK, but within the European Economic Area (EEA).  We take the security of your data seriously and so all our systems have appropriate security in place that complies with all applicable legislative and regulatory requirements.

16 Your choices
16.1 We may occasionally contact you by post, email or telephone with details of any changes in legal and regulatory requirements or other developments that may be relevant to your affairs and, where applicable, how we may assist you further.  If you do not wish to receive such information from us, please let us know by contacting us as indicated under ‘Contact information’ below.

16.2 Correcting your information: We want to make sure that your personal information is accurate, complete and up to date and you may ask us to correct any personal information about you that you believe does not meet these standards.

16.3 Deletion of your information: You have the right to ask us to delete personal information about you where:

• you consider that we no longer require the information for the purposes for which it was obtained
• you have validly objected to our use of your personal information – see ‘Objecting to how we may use your information’ below
• our use of your personal information is contrary to law or our other legal obligations

16.4 Restricting how we may use your information: In some cases, you may ask us to restrict how we use your personal information.  This right might apply, for example, where we are checking the accuracy of personal information about you that we hold or assessing the validity of any objection you have made to our use of your information. The right might also apply where there is no longer a basis for using your personal information but you do not want us to delete the data.  Where this right is validly exercised, we may only use the relevant personal information with your consent, for legal claims or where there are other public interest grounds to do so.

16.5 Objecting to how we may use your information: Where we use your personal information to perform tasks carried out in the public interest then, if you ask us to, we will stop using that personal information unless there are overriding legitimate grounds to continue.  You have the right at any time to require us to stop using your personal information for direct marketing purposes.

16.6 Withdrawing consent to use your information: Where we use your personal information with your consent you may withdraw that consent at any time and we will stop using your personal information for the purpose(s) for which consent was given.

16.7 Please contact us in any of the ways set out in ‘Contact information’ below if you wish to exercise any of these rights.

17 Changes to our privacy notice
17. 1 We keep this privacy notice under regular review and will place any updates on www.harts-ltd.com  Paper copies of the privacy notice may also be obtained from our offices.

This privacy notice was last updated on 15 May 2018.

18 Contact information
Post: Harts Limited, Westminster House, 10 Westminster Road, Macclesfield, Cheshire SK10 1BX.

Email: info@harts-ltd.com

19 Complaints
19.1 We seek to resolve directly all complaints about how we handle your personal information but you also have the right to lodge a complaint with the Information Commissioner’s Office at:

Information Commissioner’s Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF

Telephone – 0303 123 1113 (local rate) or 01625 545 745

20 Investment business services – exempt related activities
20.1 Although we are not authorised by the Financial Services Authority to conduct Investment Business, we are licensed by the ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.

20.2 Such assistance may include the following:

• advising you on investment generally, but not recommending a particular investment or type of investment;
• referring you to a Permitted Third Party (PTP) firm authorised by the FCA and assisting you and the authorised third party during the course of any advice given by that party. This may include commenting on, or explanation of, the advice received.  The PTP 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 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction;
• advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;
• advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
• managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

20.3 If you are a company, we may also, on the understanding that the shares or other securities of the company are not publicly traded:

• advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
• arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
• arrange for the issue of the new shares; and
• act as the addressee to receive confirmation of acceptance of offer documents etc.

20.4 If you are dissatisfied in any way with our services described in this section, you should follow the procedures set out in the section below.  In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation scheme.

21 Limitation of liability
We will perform the engagement with reasonable skill and care.  The total aggregate liability to you, your business or Company and the Board of Directors, as a body, of whatever nature, whether in contract, tort or otherwise, of Harts Limited for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall not exceed the lesser of ten times our fee for the engagement, or £2,500,000.

22 Professional rules and practice guidelines
We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the ICAEW and 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.  You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/regulations.  We confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006.  When conducting audit work we are required to comply with the Ethical Standards for Auditors and the International Auditing Standards (UK & Ireland)  which can be accessed on the internet at www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Ethical-standards-for-auditors.aspx

23 Conflicts of interest
23.1 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 adverse to yours.  We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.

23.2 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 our Code of Ethics which can be viewed on the internet at the address above, in part B, sub-section 220.

24 The Provision of Services Regulations 2009
24.1 We are registered to carry on audit work in the UK by the ICAEW.  Details of our audit registration can be viewed at www.auditregister.org.uk for the UK.

24.2 Our professional indemnity insurer is Arch Insurance Company (Europe) Ltd, Claims Department, 5th Floor Plantation Place South, 60 Great Tower Street London, EC3R5AZ The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.

25 Quality of service
25.1 We aim to provide you with a fully satisfactory service, if however, 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 telephoning David Taylor, Melissa Bowers or Chris Bentley.

25.2 We undertake to look into any complaints carefully and promptly and to do all we can to explain the position to you.  If you are still not satisfied you may of course take up the matter with the Institute of Chartered Accountants in England and Wales by whom we are regulated for audit purposes.

26 Document of terms
26.1 The terms set out in this document shall take effect immediately.

26.2 This document will remain effective, until we notify you of any change.