Applicable law

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 (including the firm’s terms of business) 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. 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. 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.

Quality of service

We aim to provide you with a fully satisfactory service and Gina Epps ACA and Dean Logan FCA, as engagement partners, will seek to ensure that this is so. If, however, you are unable to deal with any difficulty through her and her team please contact us. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Institute of Chartered Accountants in England and Wales (ICAEW) by whom we are regulated.

Client monies

We may, from time to time, hold money on your behalf. Such 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 ICAEW.If such money is due back to you, we will make all possible attempts to contact you to arrange repayment. If all of these attempts are exhausted and you have not responded to us, we will hold the money in our client account for 10 years. After this, the money will be donated to an appropriate charity.

Commissions and Other Benefits

We are not authorised by the Financial Conduct Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorised by the Financial Conduct Authority. If you require business, commercial or healthcare finance, we will refer you to a firm suitable to help. In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. If this happens, we will notify you in writing within 2 months of the amount and terms of payment and receipt of any such commissions or benefits. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts. The following are examples of likely commissions that may be received by us and the likely amounts. These are examples only and may not cover all receipts in the future. If in the future, abnormally large commissions (i.e. more than £15k per year) are received which were not envisaged when the engagement letter was signed, we will obtain specific consent to the retention of those commissions.

Fees and payment terms

Our fees may depend not only on the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved, but also the level of risk identified and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and these are payable in full upon presentation. 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.

Retention of and access to records

During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your accounts and returns. You should ensure that this documentation is retained for the period required by statute or other regulations. 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.

Proceeds of Crime Act 2002 and Money Laundering Regulations

In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations to have due diligence procedures for the identification of all clients, maintain appropriate records of evidence to support customer due diligence and report in accordance with the relevant legislation and regulations.

Electronic communication

Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication. It is the responsibility of the recipient to carry out a virus check on any attachments received.

Data Protection

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 as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the relevant provisions of all relevant data protection legislation and regulation including the General Data Protection Regulation (GDPR), the Data Protection Act 2018 and any related regulations.

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.

Our privacy notice which can be found on our website at hanleyandco.co.uk explains how we process personal data in respect of the various services that we provide.

We take your data seriously and use secure systems to keep it safe. To deliver our services efficiently, we use trusted software and cloud-based systems to process and store your information. These systems help us work more efficiently, reduce errors and provide you with a better service. Your information is only accessed by authorised members of our team and trusted technology partners, and we always review our work carefully before relying on it or sharing it with you.

In order to the course of our work, we may use secure technology systems including cloud-based accounting and data processing platforms (such as Dext, QuickBooks, FreeAgent, Xero and Microsoft 365), and tools incorporating artificial intelligence, including Microsoft Copilot and other secure, enterprise-grade AI systems. These tools may assist with tasks such as the capture and processing of financial data, analysis and document preparation.

We remain fully responsible for all professional advice provided to you and ensure that any outputs generated using such systems are subject to appropriate review by suitably qualified members of our team.

Your data may be processed securely by these software providers acting on our behalf. We undertake appropriate due diligence when selecting such providers and ensure suitable contractual, technical and organisational safeguards are in place to protect your data in accordance with applicable data protection legislation.

Confidentiality

Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our insurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement. We may occasionally subcontract our work to other professionals within the sector. Any subcontractors are also bound by our client confidentiality terms.

External review

As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.

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.

Conflicts of interest

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, subject to our confidentiality clause. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting your business. 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.

The Provision of Services Regulations 2009

Our professional indemnity insurer is RB Jones Global Solutions Ltd of of 8th Floor, 30 St Mary Axe, London, EC3A 8BF. 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.

Timing of our services

If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. However, failure to complete our services prior to any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

Termination of our agreement

Either party to these terms of engagement may terminate the agreement by giving not less than 7 days notice in writing to the other party. We may, however, terminate our agreement immediately where you fail to cooperate with us, or we have reason to believe that you have provided us or HMRC with misleading information. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination. Should our contract be terminated, we will endeavour to agree with you the arrangements for the completion of work in progress at that time. We may, however, be 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.