These terms and conditions should be read alongside the privacy notice

1. Applicable law
Our engagement letter, the schedule of services and our standard terms and conditions of
business are governed by, and should be construed in accordance with, the law and practice
of England and Wales. Each party agrees that the courts of England and Wales 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 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 and verification
As with other professional services firms, we are required to identify and verify our clients for
the purposes of the UK anti-money laundering legislation. Save in exceptional circumstances
we cannot start work until this requirement has been met. We may request from you, and
retain, such information and documentation as we require for these purposes and/or make
searches of appropriate databases including ID verification software.

3. Client money
If we 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 our professional body client money rules.
All client monies will be held in an interest-bearing account. To avoid excessive
administration, interest will only be paid to you where the amount earned on the balance
held on your behalf in any calendar year exceeds £50.

4. Commissions and other benefits
In some circumstances we may receive commissions and/or other benefits for introductions
to other professionals or in respect of transactions that 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

5. 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 directors of the practice. We agree to look into any complaint
carefully and promptly and do everything reasonable to try and resolve it. If you are not
satisfied, you can refer your complaint to our professional body.

6. Confidentiality
Communication between us is confidential. We shall take all reasonable steps not to
disclose your information except where we are required to and as set out in our privacy
notice. Unless we are authorised by you to disclose information on your behalf, this
undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting
professionals. The subcontractors will be bound by our client confidentiality and security

7. Conflicts of interest
If there is a conflict of interest in our relationship with you or in our relationship with you and
another client that is capable of being addressed successfully by the adoption of suitable
safeguards to protect your interests, then we will adopt those safeguards.
Where conflicts are identified that cannot be managed in a way that protects your interests
then we regret that we will be unable to provide further services. If this arises, we will inform
you promptly. 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

8. Data protection
You acknowledge that we will act in accordance with the privacy notice we have supplied to

9. 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 be unable to contact you over a period of time, we may issue to your last known
address a disengagement letter and thereafter cease to act.
We reserve the right following termination for any reason to destroy any of your documents
that we have not been able to return to you after a period of six months unless other laws or
regulations require otherwise.

10. Electronic and other communication
As instructed, we will communicate with you and with any third parties you instruct us to as
set out in our covering letter and privacy notice via email or by other electronic means. Some
email communications may be encrypted by our encryption service provider to comply with
our GDPR requirements. The recipient is responsible for virus-checking emails and any

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 that 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 accept 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 hard copy, other than where electronic submission is mandatory.
Any communication by us with you sent through the post is deemed to arrive at your postal
address two working days after the day that the document was sent.

When accessing information held electronically by HMRC, we may have access to more
information than we need and will only access records reasonably required to carry out the

You are required to keep us up to date with accurate contact details at all times. This is
important to ensure that communications and papers are not sent to the incorrect address.

11. 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.

In some cases, you may be entitled to assistance with your professional fees, particularly in
relation to any investigation into your tax affairs by HMRC. Assistance may be provided
through insurance policies (either you hold or is provided through our fees protection service;
or via membership of a professional or trade body). Where such insurance was not arranged
through us, you will need to advise us of any such insurance cover that you have. You will
remain liable for our fees regardless of whether all or part are liable to be paid by your

We will bill annually or as appropriate and our invoices are due for payment within 30 days of
issue. Our fees are exclusive of VAT, which will be added where it is chargeable. 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,
counsel or other professional fees.

With your agreement, it is our normal practice to ask clients to pay by monthly standing order
against their account; and to periodically adjust the monthly payment by reference to actual

Where this contract exists between us and a purchaser acting in the course of a business,
we reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank
of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. We
also 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 and as a last resort.

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.
On termination of the engagement you may appoint a new adviser. Where a new adviser
requests professional clearance and handover information we reserve the right to charge
you a reasonable fee for the provision of handover information.

12. Implementation
We will only assist with implementation of our advice if specifically instructed and agreed in

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 this engagement letter, schedules of services or standard terms and
conditions is held to be void, then that provision will be deemed not to form part of this contract
and the remainder of this agreement shall be interpreted as if such provision had never been

In the event of any conflict between these standard terms and conditions and the engagement
letter or schedules of services, the relevant provision in the engagement letter or schedules
will take precedence.

15. Internal disputes within a client
If we become aware of a dispute between the parties who own or are in some way involved in
the ownership and management of a business client, it should be noted that where our client
is the business, we would not provide information or services to one party without the express
knowledge and permission of all parties. Unless otherwise agreed by all parties we will
continue to supply information to the registered office/normal place of business for the
attention of the directors/proprietors. If conflicting advice, information or instructions are
received from different directors/principals in the business, we will refer the matter back to the
board of directors/the partnership/the LLP and take no further action until the
board/partnership/LLP has agreed the action to be taken.

16. Investment advice (including insurance mediation services)
Investment business is regulated under the Financial Services and Markets Act 2000.
Should you require advice on investment business which we are unable to give as we are
not authorised by the Financial Conduct Authority or the Prudential Regulation Authority, we
can introduce you a suitable permitted third party.
The permitted third party will issue you with their own terms and conditions letter, will be
remunerated separately for their services and will take full responsibility for compliance with
the requirements of the Financial Services and Markets Act 2000 and the Financial Services
Act 2012.

17. 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.

18. 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, fraud or wilful

Exclusion of liability for loss caused by others

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

In particular, where we refer you to another firm whom you engage with directly, we accept no
responsibility in relation to their work and will not be liable for any loss caused by them.
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

Exclusion of liability relating to non-disclosure or misrepresentation

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 exclusion shall not apply where such misrepresentation, withholding or concealment is
or should (in carrying out the procedures that 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

The total aggregate liability to you, as a body, of whatever nature, whether in contract, tort or
otherwise, of Seaman Herbert & Co Limited for any losses whatsoever and howsoever
caused arising from or in any way connected with this engagement shall not exceed highest
of £100,000 or 10 times the annual fee.

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 directors or employees on a personal basis.

19. 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, including any group company to whom the engagement letter is
not addressed, for any advice, information or material produced as part of our work for you
that you make available to them. A party to this agreement is the only person who has the
right to enforce any of its terms and no rights or benefits are conferred on any third party under
the Contracts (Rights of Third Parties) Act 1999.

20. 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 agreement by giving not less than 21 days’ 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 contract, 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.

If you engage us for a one-off piece of work (for example advice on a one-off transaction or
preparation of a tax return for one year only) the engagement ceases as soon as that work is
completed. The date of completion of the work is taken to be the termination date and we owe
you no duties and we will not undertake further work beyond that date.

Where recurring work is provided (for example ongoing compliance work such as the
completion of annual tax returns) the engagement ceases on the relevant date in relation to
the termination as set out above. Unless immediate termination applies, in practice this means
that the relevant termination date is:

– 21 days after the date of notice of termination; or
– A later agreed date

We owe you no duties beyond the date of termination and will not undertake any further work.

21. Professional body rules and practice guidelines
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines
of our professional body and will accept instructions to act for you on this basis.
You are responsible for bringing to our attention any errors, omissions or inaccuracies in
your returns that you become aware of after the returns have been submitted in order that
we may assist you to make a voluntary disclosure.

In particular, you give us the authority to correct errors made by HMRC where we become
aware of them. In addition, we will not undertake tax planning which breaches Professional
Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and
the targeted anti-avoidance rule. 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 at our offices.

The implications of professional body membership as it relates to GDPR are set out in the
privacy notice, which should be read alongside these standard terms and conditions of

22. 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.
However, bear in mind that advice is only valid at the date it is given.

23. Retention of papers
You have a legal responsibility to retain documents and records relevant to your tax affairs.
During the course of our work we may collect information from you and others relevant to your
tax affairs. We will return any original documents to you if requested.

When we cease to act for you, we will seek to agree the position on access to cloud-accounting
records to ensure continuity of service. This may require you to enter direct engagements with
the software providers and pay for that service separately. Documents and records relevant
to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships
– with trading or rental income: five years and 10 months after the end of the tax
– otherwise: 22 months after the end of the tax year.

Companies, LLPs and other corporate entities
– six years from the end of the accounting period.

While certain documents may legally belong to you, we may destroy correspondence and
other papers that we store, electronically or otherwise, which are more than seven years old.

This includes your documents if they have not been reclaimed by you within the seven-year
period. You must tell us if you require the return of any specific document or their retention for
a longer period.

You should retain documents that are sent to you by us as set out in the privacy notice, which
should be read alongside these terms and conditions.

24. 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 or by request
from us.

Seaman Herbert & Co Accountants & Business Advisers.

Making your business, our business.

Seaman Herbert & Co.
36-40 Doncaster Road
Barnsley, South Yorkshire S70 1TL