Terms
of Engagement
This
sets out the basis on which we act as accountants, tax agents and
advisors and our respective responsibilities.
Your
Responsibilities as Director
As
director of the company you are responsible for ensuring the company
maintains proper accounting records for preparing accounts which
give a true and fair view and which have been prepared in accordance
with the Companies Act 1985. You are responsible for ensuring that,
to the best of your knowledge and belief, financial information,
whether used by the company or for the accounts, is reliable.
You
are also responsible for determining whether, in respect of the
period of account, the company meets the conditions for exemption
from an audit of the accounts set out in section 249A of the Act
and for determining whether, in respect of the period of account,
the exemption is not available for any of the reasons set out in
section 249B.
You
are responsible for ensuring that the activities of the company
are conducted honestly and that its assets are safeguarded, and
for establishing arrangement designed to deter fraudulent or other
dishonest conduct and to detect any that occur.
You
are responsible for ensuring that the company complies with laws
and regulations applicable to its activities, and for establishing
arrangements designed to prevent any non-compliance with laws and
regulations and to detect any that occur.
You
have undertaken to make available to us, as and when required, all
the company's accounting records and related financial information,
including minutes of management and shareholders' meetings. You
will make full disclosure to us of all relevant information.
Where
financial information is published on the company's website or by
other electronic means, it is your responsibility to advise us of
any electronic publication before it occurs and to ensure that any
such publication properly presents the financial information. We
reserve the right to withhold consent to the electronic publication
of the financial statements if they are to be published in an inappropriate
manner.
It
is your responsibility to ensure there are controls in place to
prevent or detect quickly any changes to electronically published
information. We are not required to review such controls nor to
carry out ongoing review of the information after it is first published.
The maintenance and integrity of electronically published information
is your responsibility and we accept no responsibility for changes
made to information after it is first posted.
Preparation
and Maintenance of Accounting Records - Your Responsibilities
We
understand that you have agreed that you/your staff will, if necessary:
-
Keep
records of receipts and payments;
-
Reconcile
the balances monthly with the bank statements;
-
Post
and balance the purchase and sales ledgers;
-
Extract
a detailed list of ledger balances;
-
Prepare
details of the annual stocktaking, suitably priced and extended
in a form which will enable us to verify the prices readily
by reference to suppliers invoices;
-
Prepare
details of work-in-progress at the accounting date and make
available to us the documents and other information from which
the statement is complied;
-
Provide
an up to date schedule of assets including additions and disposals
in the year;
-
Provide
details of any movements on the Directors loan accounts eg.
monies introduced and sources of such introductions.
Our
Responsibilities for Preparing the Accounts
We
will complete your annual accounts based on the accounting records
maintained by you and the information and explanations given to
us by you. Where you request us to do so, we shall prepare draft
annual accounts for your approval.
We will advise you as to the adequacy of your records of preparation
of the annual accounts and make recommendations for improvements,
which we consider necessary.
We shall not be responsible if, as a result of you not taking our
advice, you incur losses or penalties. We will use due care and
diligence in the preparation of your accounts but will not be responsible
for errors arising from incorrect information supplied by you. Unless
you specifically instruct us to do so we will not carry out an audit
on your records. We have a professional duty to compile accounts,
which conform with generally accepted accounting principles. Furthermore,
the accounts of a limited company are required to comply with the
Companies Act 1985 and applicable accounting standards. Where we
identify that the accounts do not conform to accepted accounting
principles, or if the accounting policies adopted are not immediately
apparent this will be made clear in our report, if it is not clear
in the accounts. We will report, with any variations that we consider
may be necessary, that in accordance with your instructions and
in order to assist you to fulfill your responsibilities, we have
complied, without carrying an audit, the accounts from your accounting
records and from the information and explanations supplied to us.
Our
Responsibilities as Tax Agents and Advisers
We
will prepare from the accounting records and other information and
explanations provided by you the company's corporation tax computations.
We
will prepare the company's Corporations Self Assessment Tax Return
together with all supporting schedules. We will deal with the Inland
Revenue regarding any amendments required to the Return and prepare
any amended Returns, which may be required.
We
will send you the Tax Return for your approval and signature. We
will then submit it, with the accounts and computations, to the
Inland Revenue.
We
will tell you the amounts of corporation tax to be paid and the
dates by which the company should make the payments.
Where
the company's profit exceeds £1.5 million per annum, you are
required to make quarterly installments commencing six and half
months into the accounting period. Interest will be charged on installments
paid late and credited if paid early. If appropriate management
information is provided to us on a timely basis we will advise you
whether quarterly tax payments ought to be made.
We
will advise you as to possible claims and elections arising from
the Tax Return and from information supplied by you. Where instructed
by you, we will make such claims and elections in the form and manner
required by the Inland Revenue.
We
will deal with all communications relating to the company's Return
addressed to us by the Inland Revenue or passed to us by the company.
However, if the Inland Revenue choose the company's tax return for
enquiry this work may need to be the subject of a separate assignment/fee
note and we would refer you to the section below relating to fees.
Your Responsibilities for the Provision of Information for Tax
Purposes
The
company is legally responsible for making correct returns by the
due date and for payment of tax in time. Failure to meet the deadlines
may result in automatic penalties/surcharges and/or interest.
To
enable us to carry out our work your agree:
a)
That all Returns are to be made on the basis of full disclosure
of sources of income, charges, allowances and capital allowances;
b)
To provide full information necessary for dealing with the company's
affairs: we will rely on the information and documents being true,
correct and complete and will not audit the information of those
documents;
c)
Due to time constraints relevant to submission of limited company
accounts and Tax Returns, and to enable accounts/Tax Returns to
be prepared and submitted within the due dates you agree to provide
all relevant records/supporting schedules within a maximum period
of 3 months from the allocated accounting year end date;
d)
That we can approach such third parties as may be appropriate for
information that we consider necessary to deal with your affairs;
e)
To forward to us on receipt all Inland Revenue notices of settlement,
letter and other communications received from the Inland Revenue
to enable us to deal with them as may be necessary within the statutory
time limits.
f)
To keep us informed about significant transactions or changes in
circumstances if they are likely to effect the company's tax position.
We
have submitted form 64-8 to the Inland Revenue, which authorises
the Inland Revenue to send us copies of formal notices. In practice
the Inland Revenue will treat this as authority to correspond with
us, in which case they will not correspond with the company except
to the extent that they are formally required to do so. However,
this authority does not apply to all Inland Revenue correspondence
and, even where it does, the Inland Revenue sometimes overlook it.
You should therefore always send us the originals or copies of all
communications you receive from the Inland Revenue.
General
Tax Advice & Other Taxation Services
We
will be pleased to assist the company generally in tax matters if
you so require. To enable us to do this you need to instruct us
in good time.
Because
tax rules change frequently you must ask us to review any advice
already given if a transaction is delayed or if an apparently similar
transaction is to be undertaken. It is our policy to confirm in
writing advice upon you may wish to rely.
We
will be pleased to advise on any of the following and you should
instruct us separately if any of these services are required:
Terms
of Business
Professional
Rules and Practice Guidelines
We
will observe the by-laws, regulations and ethical guidelines of
the Institute of Chartered Accountants in England and Wales and
accept instructions to act for you on the basis that we will act
in accordance with those guidelines. In particular, you give us
authority to correct Inland Revenue errors. Copies of these guidelines
are available for your inspection in our offices.
Retention
of 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 (or notify you to collect them from us) following preparation
of the company's accounts, subject to our fees for any such work
having been paid accordingly. You should retain them for 6 years
from the 31 January following the end of the accounting year.
Should for any reason, e.g. cessation of business, any records be
held in storage for a period longer than 3 months from final instruction
and due notification from ourselves relating to collection of records,
we reserve the right to make a charge on an annual/pro rata basis
of £50 plus VAT for storage in archives.
Conflicts
of Interest and Independence
You
agree that we may reserve the right to act during this engagement
for other clients whose interests are or may be adverse to yours,
subject to "Confidentiality" below. We confirm that we
will notify you immediately should we become aware of any conflict
of interest to which we are subject in relation to the company.
Confidentiality
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 pronouncements
applicable to our engagement.
You
agree that it will be sufficient compliance with our duty of confidence
for us to take such steps as we in good faith think fit to preserve
confidential information both during and after termination of this
engagement.
Help
us Give the Best Service
We
wish to provide a high quality at all times. If at any time you
would like to discuss with us how our service could be improved
or if you are dissatisfied with the service you are receiving please
let us know by contacting Michael Brookes.
We
undertake to 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 that satisfactory service we undertake to do everything reasonable
to put it right. If you are still not satisfied you may if course
refer the matter to the Institute.
Contacts
(Rights of Third Party) Act 1999
A
person who is not a party to this Agreement shall have no right
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 which we give 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 to third parties for any aspect of our professional
services or work that is made available to them.
Limitation
of Liability
We
will provide the professional services outlined in this letter with
due care and diligence. However, we will not be responsible for
any losses, penalties, surcharges, interest or additional tax liabilities
arising from the supply by you or others of incorrect or incomplete
information, or from the failure by you or others to supply any
appropriate information within the time limits outlined within the
terms of this engagement, or your failure to act on our advice or
respond promptly to communications from us or the tax authorities.
You
agree to hold harmless and indemnify us against any misrepresentation
(intentional or unintentional) supplied to us orally or in writing
in connection with this agreement.
Applicable
Law
This
engagement letter is governed by and construed in accordance with
English law. 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 it may have to object to any action being brought
in those courts, to claim that that action has been brought in an
appropriate forum, or to claim that those courts do not have jurisdiction.
In
common with all accountancy and legal practices, the firm is required
by the Proceeds of Crime Act 2002 and the Money Laundering Regulations
2003 to:
-
Maintain
identification procedures for all new clients;
-
Maintain
records of identification evidence;
-
Report
in accordance with the relevant legislation and regulations
to the National Criminal Intelligence Service.
Agreement
of Terms
Period
of Engagement
This
engagement will commence as for the date of the letter of acceptance
of these Terms. Once agreed the letter of acceptance will remain
effective from the date of signature until it is replaced.
You or we may vary or terminate our authority to act on your behalf
at any time without penalty. Notice of variation or termination
must be given in writing.
In
due course we will require you to confirm your acceptance of these
Terms & Conditions, in writing, before we are able to act on
your behalf.
Pub
Plan / Dated 14 Aug 2008
