STANDARD TERMS AND CONDITIONS OF BUSINESS

 

APNK Limited t/a "Albatross Accounting"

 

1. APPLICABLE LAW

Our Engagement Letter, the Schedule of Services and our Standard Terms and Conditions of Business (collectively the

Engagement Papers) are governed by, and should be construed in accordance with English law. Each party agrees that

the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the

Engagement Papers and any matter arising from them. 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

As with other professional services firms, we are required to identify our clients for the purposes of the UK Anti-Money

Laundering legislation. We may request from you, and retain, such information and documentation as we require for

these purposes and/or make searches of appropriate databases.

 

 

3. COMMISSIONS AND OTHER BENEFITS

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. 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 fees you would otherwise pay will not be

reduced by the amount of the commissions or benefits.

 

 

4. 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 the individual specified

immediately at the end of this paragraph. We agree to look into any complaint carefully and promptly and do everything

reasonable to put it right. If you have used all reasonable endeavours to get your complaint resolved by us but you are

still not satisfied you can refer your complaint to our professional body the Chartered Institute of Management

Accountants. The Albatross Accounting complaints contact is Nick Pappel.

 

 

5. CONFIDENTIALITY

Communication between us is confidential and we shall take all reasonable steps to keep information confidential

except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer

review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and

after this engagement.

 

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.

 

 

6. CONFLICTS OF INTEREST

We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with

you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests

then we regret that we may be unable to provide further services. If this arises, we will inform you promptly.

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to

protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your

informed consent. 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.

 

 

7. DATA PROTECTION

We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data

about you. In order to carry out the services of this engagement and for related purposes such as updating and

enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance

and crime prevention we may obtain, process, use and disclose personal data about you.

 

 

8. 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 1 year or more we may issue to your last known address a

disengagement letter and thereafter cease to act.

 

 

9. ELECTRONIC AND OTHER COMMUNICATION

Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties 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 which 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 agree to bear 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 paper mail, other than where electronic submission is mandatory. Any communication by us with you

sent through the post system is deemed to arrive at your postal address two working days after the day that the

document was sent.

 

 

10. 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.

 

Our fees are inclusive of VAT. 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.

Unless otherwise agreed to the contrary our fees do not include the costs of any third party or other professional fees.

 

We reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is

unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

 

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.

 

12. IMPLEMENTATION

We will only assist with the implementation of any recommendations we might make if specifically instructed and

agreed in writing. Separate fees will apply.

 

 

13. INTELLECTUAL PROPERTY RIGHTS

We will retain all copyright in any document prepared by us during the course of carrying out the engagement save

where the law specifically provides otherwise.

 

 

14. INTERPRETATION

If any provision of the Engagement Papers is held to be void, then that provision will be deemed not to form part of the

Engagement Papers and the remainder of the Engagement Papers shall be interpreted as if such provision had never

been inserted.

 

In the event of any conflict between these Standard Terms and Conditions of Business and the Engagement Letter or

Schedule of Services, the relevant provision in the Engagement Letter or Schedule of Services will take precedence.

 

15. INVESTMENT ADVICE (INCLUDING INSURANCE MEDIATION SERVICES).

Investment business is regulated under the Financial Services and Markets Act 2000.

 

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 licensed by a Designated

Professional Body as we are not authorised to give such advice.

 

16. 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.

 

 

17. 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 or wilful default.

 

Exclusion of liability for loss caused by others:

We will not be liable if such losses, penalties, surcharges, 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.

 

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 the discovery of fraud etc:

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 or concealed from us or misrepresented to us. This applies equally to fraudulent

acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers,

employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment

is or should (in carrying out the procedures which 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 APNK Limited t/a "Albatross Accounting", its members' agents and employees to all persons to whom the

Engagement Letter is addressed and also any other person that we have agreed with you may rely on our work. By

signing the Engagement Letter you agree that you have given proper consideration to this limit and accept that it is

reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the

Engagement Letter.

 

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 members or employees on a personal basis.

 

 

18. 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 for any advice, information or material produced as

part of our work for you which you make available to them.

 

A party to the Engagement Papers is the only person who has the right to enforce any of their terms and no rights or

benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

 

 

19. 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. Except as stated in that letter we will not be responsible for periods before that date.

 

Each of us may terminate this engagement by giving not less than 1 month's 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 engagement and where the Engagement Letter provides for payment of our fees by a

single payment (i.e. not by a monthly retainer), 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.

 

In the event of termination of this engagement and where the Engagement Letter provides for payment of our fees by

monthly payments, you agree that we are engaged on a retainer basis and therefore that we will be entitled to cease

work on the earlier of either the conclusion of the 1 month's notice period or the cessation of your monthly payments -

and from that point we will be under no obligation to make any refund nor to complete any incomplete work and nor

shall we be responsible or liable for any consequences arising from termination. Should you require us to complete any

incomplete work, we will endeavour to agree with you the arrangements (including additional fees) for the completion

of that work, 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.

 

 

20. PROFESSIONAL RULES AND STATUTORY OBLIGATIONS

We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Chartered Institute of

Management Accountants and will accept instructions to act for you on this basis. We will not be liable for any loss,

damage or cost arising from our compliance with statutory or regulatory obligations.

 

21. 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 the course of 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.

 

 

22. RETENTION OF PAPERS

You have a legal responsibility to retain documents and records relevant to your affairs. During the course of our work

we may collect information from you and others relevant to your affairs. We will return any original documents to you if

requested.

 

Whilst 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. You must tell us if you require the return or retention of

any specific documents for a longer period.

 

 

23. 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.

UPDATED on: 20/05/2020