Terms & Conditions of Business
[These terms and conditions should be read alongside our privacy notice]
The following terms of business apply to all engagements accepted by Periscope Group Limited. All work carried out is subject to these terms of business, except to the extent that any changes are expressly agreed in writing in the terms of engagement letter.
Periscope Group Limited is a limited liability company incorporated under English Law. Any references in these terms to ‘we’, ‘us’, ‘our’, shall be constructed accordingly. Any references in these terms of business to ‘you’ or ‘your’ shall refer to each and every party to the terms of engagement (other than us).
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 England. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter, and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.
2. Client identification and verification
As with other professional service firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. Save in 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
If we hold money on your behalf, such money will be held in trust in a client bank account, which is segregated from our company funds. The account will be operated, and all funds dealt with in accordance with AAT client money rules.
4. Commissions and other benefits
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 of payment, and receipt of any such commissions or benefits. 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.
5. 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 Christopher Isham.
We agree to investigate any complaint carefully and promptly and do everything reasonable to try and resolve it. If you are still not satisfied, you can refer your complaint to our professional body, the AAT.
6. Confidentiality
Communication between us is confidential. We shall take all reasonable steps not to disclose your information, except where we are required to, and as set out in our privacy notice. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality and security terms.
We reserve the right, for the purpose 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.
7. Conflicts of interest
If there is a conflict of interest in our relationship with you, or in our relationship with you and another client, that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.
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.
We reserve the right to act for other clients whose interests are not the same as, or are adverse to yours, subject of course to the obligations of confidentiality referred to above.
8. Data protection
You acknowledge that we will act in accordance with the privacy notice we have supplied to you.
9. Disengagement
Should we resign, or be requested to resign, we will normally issue a disengagement letter, to ensure that our respective responsibilities are clear.
Should we have no contact with you for a period of 30 days or more, we may issue (to your last known address) a disengagement letter and thereafter cease to act.
We reserve the right following termination for any reason to destroy any of your documents that we have not been able to return to you after a period of 6 months unless other laws or regulations require otherwise.
10. Electronic and other communication
As instructed, we will communicate with you, and with any third parties you instruct, as set out in our covering letter and privacy notice via email or by other electronic means. The recipient is responsible for virus-checking 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 accept 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 hard copy, other than where electronic submission is mandatory.
Any communication by us with you sent through the post is deemed to arrive at your postal address 2 working days after the day that the document was sent.
When accessing information held electronically by HMRC, we may have access to more information than we need and will only access records reasonably required to carry out our contracted services.
You are required to keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.
Where appropriate, we will accept your written response by electronic means as legally binding (such as the approval of a tax return for submission to HMRC).
11. Fees and payment terms
Our fees may depend not only upon the time spent on your affairs, but also on the level of skill and responsibility, and the importance, and value, of the advice that we provide, as well as the level of risk.
If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
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.
If it is necessary to carry out work outside the scope and responsibilities outlined in our engagement letter, this will involve additional fees.
Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
It is our normal practice to ask clients to pay by monthly direct debit or standing order, and to periodically amend the monthly payment by reference to actual billings. Our fees are exclusive of VAT, which will be added where it is chargeable. Any disbursements we incur on your behalf, and expenses incurred in the course of carrying out our work for you, will be added to our invoices where appropriate.
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.
You authorise us to settle our agreed fees from any money held on your behalf in the client account.
If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.
Our fees will be due for payment within 30 days of the invoice date. In the event of any invoice remaining unpaid for over 30 days from the date of the invoice, we reserve the right to charge interest at the rate of 8% above the Bank of England base rate until the invoice is paid, in accordance with the Late Payment of Commercial Debts (Interest) Act 1988. Any decision to charge interest will be notified to you in writing.
If you are unable or unwilling to settle our fees, we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of you, and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
We also reserve the right to suspend our services or cease to act for you on giving written notice if payment of any of our fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
On termination of the engagement, you may appoint a new adviser. Where a new adviser requests professional clearance and handover information, we reserve the right to charge you a reasonable fee for the provision of handover information.
12. Implementation
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
13. Intellectual property rights
We will retain all copyright in any document prepared by us during our engagement unless the law specifically provides otherwise.
14. Interpretation
If any provision of this engagement letter, schedules of services or standard terms and conditions 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 standard terms and conditions and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will take precedence.
15. 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 a business client, it should be noted that where our client is the business, 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 registered office or normal place of business for the attention of the directors/proprietors. If conflicting advice, information, or instructions are received from different directors/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.
16. Investment advice (including insurance mediation services)
[Investment business is regulated under the Financial Services and Markets Act 2000 and the Financial Services Act 2012]
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 the Prudential Regulation Authority, or licensed by a Designated Professional Body.
We may refer you to our related company, Periscope Financial Limited. Periscope Financial Limited is authorised and regulated by the Financial Conduct Authority. Periscope Financial Limited will treat you as its client, will issue you with its own terms and conditions, and will be remunerated separately for its services and take full responsibility for compliance with the regulations of the Financial Conduct Authority and the requirements of the Financial Services and Markets Act 2000. We cannot comment on or explain advice given by them, and we will not make alternative recommendations.
We would request that there is freedom of movement between ourselves and Periscope Financial Limited concerning any information held by either party that may relate to the functions of the other. Please notify us in writing if you would prefer us not to pass on any such information.
17. Lien
Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you, until all outstanding fees and disbursements are paid in full.
18. 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, fraud, or wilful default.
Periscope Group Limited is a limited liability company. All communications sent to you in connection with the performance of our services, whether signed by a director, manager, consultant, or employee, shall for all purposes be assumed to be sent on behalf of Periscope Group Limited.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, 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.
In particular, where we 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.
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 non-disclosure or misrepresentation
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, concealed from us, or misrepresented to us.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures that 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 Periscope Group Limited, its directors and employees to all persons to whom the engagement letter is addressed and any other person that we have agreed with you may rely on our work.
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 directors or employees on a personal basis.
19. 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 that 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.
20. Period of engagement and termination
Unless otherwise agreed in the engagement letter, our work will begin when we receive your implicit or explicit acceptance of that letter. We will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 90 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.
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.
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.
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.
We owe you no duties beyond the date of termination and will not undertake any further work.
21. Professional body rules
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Accounting Technicians (AAT) and will accept instructions to act for you on this basis.
You are responsible for bringing to our attention any errors, omissions, or inaccuracies in your returns that you become aware of after the returns have been submitted, in order that we may assist you to make a voluntary disclosure.
In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning which breaches Professional Conduct in relation to taxation. We will therefore comply with the general anti-abuse rule and the 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 copies of these requirements at our offices. The requirements are also available online here.
The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business.
22. 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 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. However, bear in mind that advice is only valid at the date it is given.
23. 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).
When we cease to act for you, we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with software providers and pay for that service separately. Documents and records relevant to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships
- with trading or rental income: 5 years and 10 months after the end of the tax year;
- otherwise: 22 months after the end of the tax year.
Companies, LLPs and other corporate entities
- 6 years from the end of the accounting period.
While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. This includes your documents that have not been reclaimed by you within the 7-year period. You must tell us if you require the return of any specific document or their retention for a longer period.
You should retain documents that are sent to you by us, as set out in the privacy notice, which should be read alongside these terms and conditions.
24. 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 offices or by request.
