The following terms of business apply to all engagements accepted by Purpose., Limited (the “Firm”). All work is carried out under these terms of business and no variation to them shall be effective unless in writing and signed by a director or other duly authorised officer of each of the parties.
These Terms of Business, as amended from time to time under advice to the relevant parties, shall be read in conjunction with your Engagement Letter and take effect immediately upon your countersigning that letter and returning the duplicate to us.
Professional rules and practice guidelines
1. We will observe the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to provide services to you on the basis that we will act in accordance with them. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/membershandbook.
Retention of records
2. During our work we will collect information from you and others acting on your behalf and will return any original documents to you following completion of our work. You should retain your records for 10 years following the end of the relevant year.
3. Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than ten years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.
Conflicts of interest and independence
4. We will notify you immediately should we become aware of any potential conflict of interest involving us and affecting you.
5. 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 statements relevant to our engagement.
Data Protection (Jersey) Law 2005
6. We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this Engagement Letter, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold on you. We will confirm that when processing data on your behalf we will comply with the provisions of the Data Protection (Jersey) Law 2005.
7. We have a duty under the Proceeds of Crime (Jersey) Law 1999 to report to the Jersey Financial Crimes Unit if we know, or have reasonable cause to suspect, that you, or anyone connected to your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
8. The offence of money laundering is defined by the Proceeds of Crime (Jersey) Law 1999 and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in Jersey. It also includes the involvement in any arrangement that facilitates the acquisition, retention, use or control of such benefit.
9. We are obliged by law to report any instances of money laundering to Jersey Financial Crimes Unit without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under Proceeds of Crime (Jersey) Law 1999 if we were to inform you that a report has been made. In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.
10. We are not required to undertake any work for the sole purpose of identifying suspicions of money laundering.
11. In common with all accountancy and legal practices the firm is required by the Money Laundering (Jersey) Order 2008 to: maintain identification procedures for all new clients; maintain records of identification evidence, and report, in accordance with the relevant legislation and regulations.
Help us give you the best service
12. We wish to provide a high quality of service at all times. If at any time you would like to discuss with us how we could improve our service, or if you are dissatisfied with the service you are receiving please let us know by contacting Luke Smith.
13. We will look into any complaint carefully and promptly and do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right. If you are still not satisfied you may of course refer the matter to our Institute.
Rights of third parties
14. Persons who are not party to this agreement shall have no rights to enforce any term of this agreement.
15. The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility whatsoever to any third parties for any aspect of our professional service or work that is made available to them.
16. Should you wish to disclose any information provided by us to you, you must request our express permission, in writing, before doing so.
Circumstances beyond your or our control
17. Neither of us shall be in breach of our contractual obligations nor shall either of us incur any liability to the other if we or you are unable to comply with the Engagement Letter as a result of a cause beyond your or our control.
18. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the services set out in the Engagement Letter on notice taking effect immediately on delivery.
19. Our prices are calculated as follows: - 19.1. On the basis of a pre-agreed fixed price. 19.2. Exceptionally, on the basis of the time spent on your affairs and on the levels of skill or responsibility involved.
20. We reserve the right to charge interest on unpaid invoices outstanding for more than 30 days at the current Bank of England 3 month LIBOR plus 5%. We also reserve the right to terminate our engagement and cease acting if payment of any invoice is not forthcoming within 90 days.
21. If we cease to provide the services set out in the Engagement Letter we shall be entitled to payment for outlays incurred to that time and to payment for work done, plus GST thereon (where appropriate).
22. We shall also be entitled to charge £250 per entity, plus GST (when applicable) for any required file closing procedures.
23. In respect of limited liability companies should our fees remain outstanding for a period exceeding 30 days then the directors hereby agree that they will become personally liable for the payment of the outstanding fees. In this respect the directors also hereby agree that their liability shall be joint and several.
24. To ensure that our arrangement remains responsive to both your needs and fair to both parties, particularly during the early months of our relationship, we may seek to revise or adjust the scope of the agreed services and their prices.
25. Our Terms of Business are subject to revisions from time to time and by signing your Engagement Letter you agree to us making such changes as we feel are necessary and fair.
26. Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
27. If you breach any of your obligations under the Engagement Letter and there is any claim threatened against us by a third party, you shall compensate us and reimburse us for and protect us against any loss, damage, expense or liability incurred by us which results or arises from or is connected with any such breach or any such claim. If any payment is made by you under this clause you shall not seek recovery of that payment from us at any time. In this clause “us” shall include the Firm and any of its people and “you” shall include all beneficiaries.
Limitation of liability
28. We will provide services as outlined in this letter with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us.
29. You will not hold us, or our directors and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.
Extent of liability
30. Our liability in connection with the services provided within the Engagement Letter (the “Services”) shall be limited in accordance with this clause.
31. In the particular circumstances of the Services and subject to clause 33 and clause 34 below:
32. Where there is more than one beneficiary of the Services the limitation on our liability agreed under clause 31 to each beneficiary shall be apportioned by them amongst them. No beneficiary shall dispute or challenge the validity, enforceability or operation of clause 31 on the ground that no such apportionment has been so agreed or on the ground that the agreed share of the limitation amount apportioned to any beneficiary is unreasonably low. In this clause, “Beneficiary” shall include you and all other beneficiaries.
33. Subject always to the aggregate limitation on our liability in clause 31 above the following provisions shall govern the extent of our liability to you and to any other beneficiaries for any loss or damage suffered by you (or by any such other party) arising from or in connection with the Services:
The liability of the Firm shall be limited to that proportion of the total loss or damage, after taking into account your contributory negligence (if any) or the contributory negligence of (if any) of any other beneficiaries, which is just and equitable having regard to the extent of the responsibility of the Firm for the loss or damage concerned (the “Firm’s Proportion”) and the extent of the responsibility of any other party also responsible or potentially responsible (“Another Liable Party”).
34. We accept the benefit of the limitations in clauses 30 to 33 inclusive on our own behalf and as agent and trustee for each and all other of the Firm’s people who may be or might have been involved in delivering the Services.
35. Any clauses in these Terms of Business operating or which may operate to exclude or limit our liability in any respects shall not operate to exclude or limit any liability which cannot lawfully be excluded or limited.
36. This clause shall apply to claims arising from or under the Engagement Letter.
Communicating with you
37. We may communicate with you by email. As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. The recipient is responsible for carrying out a virus check on attachments.
38. We do not accept responsibility for any errors or problems that may arise through the use of the internet, and you must accept all risks connected with sending commercially sensitive information relating to you. If you do not accept this risk, you should notify us in writing that email is not acceptable to you.
39. We shall not undertake any services which could require us to be a “registered person” under and defined in the Financial Services (Jersey) 1998.
40. Each of us can terminate the Services provided under the Engagement Letter or suspend its operation by giving 10 days’ prior notice in writing to the other at any time or in the circumstances outlined in paragraph 20.
41. Termination or suspension shall be without prejudice to any rights that may have accrued for either of us before termination or suspension and all sums due to us shall become payable in full within 10 days of notice of termination or suspension being given.
42. Our engagement with you is governed by, and interpreted in accordance with, Jersey law. The Courts of Jersey shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our Engagement Letter and terms of business and any matter arising from or under them. Each party irrevocably waives any right it may have to object to any 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.