Terms & Conditions
Clayton and Clayton Accountants LLP
Clayton and Clayton Accountants LLP is a limited liability partnership registered in England and Wales with number OC417731. It is authorised and regulated by The Association of Chartered Certified Accountants (ACCA). Further details of the regulatory requirements to which we are subject are available at www.accaglobal.com.
The expressions "Clayton CCA," "we", "us"," our", and "this firm" mean or refer to Clayton and Clayton Accountants LLP. The expressions" you" and" “your " refer to our client.
The word" partner" refers to a member of Clayton and Clayton Accountants LLP, or to an employee or consultant of Clayton and Clayton Accountants LLP who is a lawyer with equivalent standing and qualifications. The use of the word "partner" is not to be construed as meaning that the people so-called are engaged in business in partnership (whether under The Partnership Act 1890 or otherwise). A list of the members of Clayton and Clayton Accountants LLP and of any non- members who are designated as partners is displayed on our website.
All advice given and/or contracts or other obligations entered into by or in relation to our firm by partners, members, employees or consultants of Clayton and Clayton Accountants LLP are made or given by Clayton and Clayton Accountants LLP and not by any individual personally.
Terms of engagement
The terms set out in this document apply to all our business arrangements with you. The specific terms set out in a letter of engagement will in addition apply to the matters to which that letter relates. No other terms or conditions will apply to any arrangement with you relating to our engagement with you unless specifically agreed in writing by us. If there is any inconsistency between the terms set out in this document and those in an applicable letter of engagement, the terms in that letter of engagement will prevail.
Your instructions to us
We will not be able to provide the best quality of advice we possibly can unless you ensure that you provide us with all relevant information. The information you provide to us must, to the best of your knowledge, be complete, accurate and up to date and be supplied as soon as is reasonably practical. You should inform us without delay of any changes which affect any information provided. We will not be responsible for errors or delays in our work or advice caused by inaccuracy or incompleteness in the information supplied to us, or by such information being out of date.
If our client consists of more than one person or entity, the liability of those persons or entities to us is joint and several. Each joint client permits us irrevocably to disclose to any other of the joint clients any information which we would otherwise be prevented from disclosing by virtue of our duty of confidentiality. If a conflict of interest arises between joint clients, we reserve the right to terminate or suspend the provision of any or all services in whole or in part to any of the joint clients.
We are entitled to assume that whoever provides instructions to us has actual authority to do so. We may rely on any information given to us by that person. Where instructions have been provided on behalf of a body corporate or other organisation or entity we can assume that our terms of engagement have been properly authorised by the board of directors or other appropriate decision-making body of the organisation or entity.
Charges and expenses
The basis upon which we will charge for each matter undertaken for you will be agreed with you at the outset and set out in our letter of engagement. In the event that the scope of work detailed in the letter of engagement is varied or exceeded, we reserve the right to charge for that additional element on the basis of time spent at the hourly rates specified in our letter of engagement (or if none are so specified for instance because the matter in question is agreed to be charged on a fixed fee basis, at the prevailing hourly charging rates applied by our firm from time to time).
Where our charges are based on the time we spend in dealing with a matter, such time will include meetings with you and others, legal research, reviewing and working on papers, correspondence, drafting and negotiating documents (including contentious settlements), project management, taking proofs of evidence, instructing experts and other agents, telephone conversations, court attendances, preparation of any detailed case management plans, budgets or costs calculations, file opening and compliance procedures, file reviews, preparing attendance notes, travelling, and providing copies of documents for you. We routinely charge our time in six minute units.
Our hourly charge out rates vary according to the seniority and/or expertise of the relevant staff member. In each case, VAT will be added where applicable. Our hourly rates are normally reviewed annually, but we reserve the right to alter our rates at other times. We will notify you of any changes to the rates.
Where working outside normal business hours is required (Monday to Friday 9am to 5pm, excluding bank and other holidays), we reserve the right to charge for costs incurred in providing reasonable sustenance and taxi or other appropriate travel arrangements for our personnel.
Where we use our online ID verification service we will charge a nominal rate of £5 plus VAT per person. Where we act for a corporate client this charge will be £25 plus VAT to cover company and director(s) ID verification. See section, below on money laundering prevention.
We are entitled to invoice you on an interim basis. In addition to providing you with interim invoices, we will give you the best information possible about likely overall costs that you might incur, including a breakdown between fees, VAT and disbursements and will also provide you (unless we agree otherwise with you in writing) with a cost update at least every six months.
Where we provide you with an estimate of the likely overall cost, this is only intended as a general guide and should not be regarded as a fixed quote unless we specifically agree a fixed fee in writing with you.
If we are dealing with a matter for you pursuant to a conditional fee agreement all provisions in relation to our costs will be as set out in the relevant agreement.
Payments on account of costs
Payments made on account of anticipated fees and disbursements will be used against invoices that we deliver to you from time to time. We reserve the right not to act or to continue to act for you until we have received any payment on account which we have requested.
Invoices and payments
Our invoices are payable upon delivery. Interest may be charged on invoices that are not paid at 3% above the base lending rate of Natwest Bank for the time being or, at our discretion, the rate applicable to judgment debts. We reserve the right to claim interest (together with compensation chargeable) under the Late Payment of Commercial Debts (Interest) Act 1998 together with compensation chargeable under section 5A of that Act. Interest on unpaid invoices shall take effect from the date falling one month after the date of delivery of our invoice where the amounts relate to non-contentious matters, and from the date of delivery of our invoice in relation to contentious matters.
We are able to accept payment by credit debit card and we accept most major cards. If you wish to use this facility there will be a small additional charge for credit card payments. Please enquire for further details.
We reserve the right not to act, or continue to act, for you if you or any person connected with you (within the meaning of section 1122 of the Corporation Tax Act 2010) have not fully discharged any of our invoices.
If any of our invoices remain partially or fully outstanding at any time then you authorise us to pay them in any order out of any funds we may hold for you from time to time. We will pay you any balance remaining from such funds once we have discharged our invoices.
Telegraphic Transfers and Faster Payments
If you wish us to transfer any funds by way of Telegraphic Transfer or through the Faster Payment system we will not charge you the amount the bank charges us to make these payments (currently £13 for Telegraphic Transfers and £3 for Faster Payments). You will however be charged an administration fee of £35 plus vat for each Telegraphic Transfer or £15 plus vat for each Faster Payment transaction.
Storage of papers and documents
We will keep your file of papers in storage for not less than 6 years. If we retain your file of papers after that time, we have the right to destroy them after such period as we consider reasonable, or to make a charge for storage if we ask you to collect your papers and you fail to do so. We will not destroy any important documents that we agree in writing to hold in safe custody for you.
We will not normally charge you if we need to retrieve papers or documents from storage in relation to any continuing or new instructions to act regarding your affairs, but we reserve the right to do so. We may make a charge based on time spent for producing stored papers or documents to you, or someone else at your request. We may also charge for any work necessary to comply with your instructions.
Your feed back
We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know by contacting Kris Clayton.
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 take up the matter with the Association of Chartered Certified Accountants. This should be done promptly and in any event no later than 6 months after exhausting our procedures.’
The engagement letter may also include information in respect of ACCA’s Conciliation Service. Although this would not remove the need to inform the client following the internal handling of a particular complaint, members may find it useful to set out their obligations in advance of any complaint arising. Therefore, the following additional wording may be considered appropriate:
‘Should ACCA consider a complaint appropriate for conciliation, it is competent to offer alternative dispute resolution through its Conciliation Service. ACCA’s website address is www.accaglobal.com.
Please note that, under the Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) Regulations 2015, we are not obliged to submit to the ACCA’s conciliation process.’
Communications and data protection
If you have a preferred method of communication please let us know. Unless we agree otherwise, we will use whatever mode of communication appears appropriate in the circumstances. Where we communicate with you or others by electronic means we are not responsible for the security of such communication.
Data protection legislation requires us to advise you that your particulars are held on our database.
We may use the information that we hold about you, including sensitive personal information (such as information relating to your health, racial or ethnic origin, sexual orientation, or political, religious or other beliefs, and criminal convictions), for the purposes of providing our services to you and (if appropriate) your insurers and other advisers, and to maintain records that we must keep by law or regulation. We may also use the information that we hold about you, other than sensitive personal information, for our internal market research purposes and to send you information from time to time on the services that we provide, or for marketing purposes. If you do not wish us to send you such information or use data in this way please contact us, and we will not use your data in this way after that time.
Under data protection legislation you are entitled (subject to certain exceptions and to payment of a specified fee) to a copy of the information that we hold about you. If you wish to obtain a copy of this information please contact us.
Money laundering prevention
You need to be aware that under current legislation designed to prevent money laundering, we have a duty to report any financial transactions which we regard as suspicious.
If the matter you are instructing us on involves the movement of money or other property through us directly, or through another party, we have to be satisfied as to the legitimacy of the source of funds. You will also be required to provide us with evidence of your identification and place of residence.
We are sorry that we have to undertake this level of enquiry but we do not have a choice. We are obliged by law to follow certain procedures and we do hope you will understand this.
We are entitled to refuse to act for you if you fail to supply appropriate proof of identity for yourself or for any principal whom you may represent. We may arrange to carry out an electronic search to verify your identity. The cost of any such search will be charged to you (see section on charges and expenses).
You need to be aware that the Proceeds of Crime Act 2002 (as amended) (the "Act") creates a number of offences relating to the proceeds of crime. The 'proceeds of crime' are any monies/property/assets which have arisen as a result of any crime. These include, for example, monies (however low in value) saved as a result of tax evasion or benefit fraud, whether that money has been saved or spent.
If we become aware or suspect the existence of the proceeds of crime in a matter on which we act for you (whether from you or from any other person), we may be obliged to report the irregularity to the appropriate authority. Permission may be withheld for us to continue with the relevant matter. The appropriate authority can pass the information reported to them to any relevant body, such as HM Revenue & Customs, and an investigation may take place at any time in the future.
It is also important for us to make you aware that we may have a legal duty under the Act and related legislation to report known or suspicious circumstances to the appropriate authorities without telling you, and the appropriate authorities may share the information given to them. This could have serious consequences for you. In rare situations, you could find that you then become subject to an HM Revenue & Customs investigation or benefits investigation and/or criminal proceedings.
The obligations which we have under the Act and related legislation can, in certain instances, override the duty of solicitor/client confidentiality.
Circumstances may arise where we have to approach you to seek your permission to report certain matters to the appropriate authorities. For instance, we may take the view that by proceeding further with your matter (without permission from the appropriate authority) we may be assisting in the commission of a money laundering offence. In the event that you refuse such permission we reserve the right to terminate your instructions. If we do so in these circumstances you will be liable for all our fees and expenses incurred up to the date of such termination.
We will not be liable to you for any losses arising out of our reporting obligations under the Act and any related legislation.
Incidental investment business
We are not authorised by the Financial Services Authority ("FSA"). However, we are included on the register maintained by the FSA so that we can carry on insurance mediation activity, which is, broadly, advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the ACCA. The register can be accessed via the FSA website at www.fsa.gov.uk/register.
Our liability to you
You are our client and our advice is to you alone (or, in the case of joint clients, to each of the joint clients), and solely in respect of the matter under which the relevant advice is given. Third parties may not rely on our advice unless we specifically agree in writing that they may do so, and you may not rely on advice given in previous matters as being applicable to other or later matters.
We accept no liability to any third party to whom you provide our advice or who relies on that advice. In the event of any third party bringing a claim against us in relation to any of our advice which you have provided to them (directly or indirectly) or instructed us to provide to them, then you agree to indemnify us in relation to such claim.
Where we instruct or liaise with other professional advisors on your behalf, including overseas advisors, we will not be responsible for the appropriateness or accuracy of the advice given by them, or for payment of their costs, fees and expenses.
We do not provide advice which relates to the laws of any jurisdiction outside England and Wales, and you may not rely on any advice we give as being applicable or accurate in relation to any other jurisdiction.
We accept no liability for any failure to provide services or advice in relation to any issue which falls outside the scope of our engagement. We accept no responsibility to notify you of, or of the consequence of, any change in the law (or in its interpretation), or of any other event which occurs outside the scope of our engagement, or after the date upon which the relevant service or advice is provided.
We will not be liable for any loss of profit, or any indirect loss or damage suffered (including for the avoidance of doubt any loss of opportunity, income, accruals or production) in relation to the provision of any services or advice by us.
The extent of our liability to you will be limited to the amount specified in our letter of engagement or, if no sum is specified, the amount of our professional indemnity insurance limit at the time any claim is notified to us.
Nothing in the Agreement (as defined in section 16, below) will restrict or exclude our liability to you for death or personal injury resulting from our negligence, or in any other circumstances where our liability may not be so limited under any applicable law or regulation (for example, if there is any fraud on our part).
If you accept any exclusion or limitation of liability from any of your other professional advisors, then our liability to you will not exceed the amount for which we would have been liable after deducting any amount which we would have been entitled to recover pursuant to the Civil Liability (Contribution) Act 1978 or otherwise, but are prevented from doing so because of any such exclusion or limitation.
Clayton and Clayton Accountants LLP alone will provide the services to you. You agree that you will not bring any claim, whether in contract, tort, negligence, or for breach of statutory duty or otherwise against any member, or Partner of, consultant to, or employee or agent of Clayton and Clayton Accountants LLP.
Professional indemnity cover
In accordance with requirements, we currently have Professional Indemnity Insurance cover with Glemham Underwriting Limited. Our insurers may be contacted via The Technology Centre Station Road Framlingham Woodbridge IP13 9EZ
Equality and diversity
We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.
Cancellation and termination
If we are acting for you personally (and not for your business) and we have not met with you prior to accepting instructions to act on your behalf, the Consumer Protection (Distance Selling) Regulations 2000 may apply. This means that you have the right to cancel your instructions to us and terminate the Agreement within 7 working days of the date you receive these terms and conditions.
If we are acting for you personally (and not for your business) and we have met with you at your home or place of business for the purpose of taking instructions to act on your behalf, you are entitled to a 7-day cooling off period (starting from the date you receive these terms and conditions) during which you may cancel your instructions to us and terminate the Agreement.
If at any time you wish us to cease work or incurring charges and expenses on your behalf, you must tell us this clearly in writing.
If we decide to stop acting for you we will tell you the reason and give you notice in writing.
In the event of termination of the Agreement, you will remain liable to pay for all unbilled work and any outstanding expenses. We will also be entitled to withhold all your papers and documents while there is money owing to us for our charges and expenses (including any outstanding sums due in respect of VAT).
Applicable law and jurisdiction
These terms and conditions and each applicable letter of engagement, together known as the" Agreement", will be governed and interpreted in accordance with English law and the English courts will have exclusive jurisdiction over any dispute which might arise under out of or in connection with it.
Neither you nor we will be liable for any delay or failure of our respective obligations as a result of causes beyond our control. This will include but will not be limited to fire, flood, acts of God, acts and regulations of any governmental or supranational authority, war, riots, acts of terrorism, epidemic, pandemic, strikes, lockouts, failures by third party utility providers (including internet or third-party server failure), and industrial disputes.
Third party rights
No person or entity who is not a party to this Agreement will have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any rights under the Agreement.
Notices and communications
We may contact you during the course of the Agreement by any means (whether in writing, by fax or using electronic communications or otherwise). For the purposes of the Agreement, any notice or communication which we send to you will be treated as being received:
(a) if delivered personally, at the time of delivery; or
(b) if sent by fax or email, at the time of transmission; or
(c) if sent by post or recorded delivery, 48 hours after posting;
(d) or if sent by airmail, 72 hours after posting.
(e) if uploaded to your account onto our online document portal
We do not accept the service of formal notices or communications by fax or email and any formal notice or communication required to be given to us under or in connection with the Agreement must be in writing and be delivered to us personally or sent by prepaid first-class post or recorded delivery to our registered office.
Any such formal notice or communication shall be validly served upon us only when we actually receive it.
This condition will not apply to the service of any legal proceedings or other documents in any legal proceedings.
The Agreement constitutes the entire agreement between us. You confirm that you have not entered into the Agreement on the basis of any statement, representation (including any misrepresentation), warranty or other provision relating to the subject matter of the Agreement which is not expressly incorporated into the Agreement, provided always that nothing shall operate to limit or exclude any liability for fraud.
If any term or condition of the Agreement is found by any court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, that provision shall, to the extent necessary, be severed and shall be ineffective, but without affecting any other term of the Agreement, and you agree that we may substitute and rely upon effective provisions in a form as similar to the ineffective provisions as is possible without thereby rendering them illegal, invalid or unenforceable.
Any failure by Clayton and Clayton Accountants LLP to insist upon the strict performance of any term of this Agreement, or any failure or delay by Clayton and Clayton Accountants LLP to exercise its rights or remedies (whether under this Agreement or at law) shall not be or be deemed to be a waiver of any right which Clayton and Clayton Accountants LLP may have to insist upon the strict performance of the terms of this Agreement or of any of its rights or remedies in respect of any default under the terms of this Agreement.
Your acceptance of these terms and conditions
Your further instructions in relation to any matter will amount to an acceptance of these terms and conditions as applying to that matter.