Where appropriate our services may be carried out by, or in conjunction with, Barber Harrison and Platt and BHP Clough & Company LLP and any of its associated operations (the full list of which is available from either of our offices or upon request), or we may outsource work to third parties and use other advisors and consultants.
BHP Clough Corporate Solutions LLP is a Limited Liability Partnership registered in England and Wales, registered number OC 337035. The registered office is New Chartford House, Centurion Way, Cleckheaton, West Yorkshire, BD19 3QB.
Christopher Wood, Steven George Hodgson and Andrew John Waudby are licensed by the Insolvency Practitioners Association in England and Wales to act as Insolvency Practitioners in the United Kingdom and they act without personal liability.
1. Retention of Records
1.1. 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 in due course where we feel they will no longer be required for reference by us.
1.2. Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than 6 years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must indicate that fact to us in writing, in which case we reserve the right to make a storage charge.
1.3. HMRC have the right to make enquiry into your business and taxation affairs. You must retain all documents and accounting records relating to your affairs, together with copy Tax Returns and supporting vouchers, for at least 7 years. As the HMRC period of enquiry is not fixed we cannot advise you as to how long those documents should be kept.
2. Investment Services
2.1. Investment business is regulated by 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.
3. Client Monies
3.1. We may, from time to time, 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 the Clients’ Money Regulations of the Insolvency Practitioners Association.
3.2. In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Yorkshire Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
3.3. If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you and all interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
4. Commissions and Other Benefits
4.1. In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions, which we arrange on your behalf.
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. Proceeds of Crime Act and Money Laundering Regulations
5.1. This firm, in common with all accountancy and legal practices, is required by the Proceeds of Crime Act 2002 and Money Laundering Regulations 2007 to:
- maintain identification procedures for all new clients;
- maintain records of identification evidence;
- report, in accordance with the relevant legislation and regulations, to the Serious Organised Crime Agency
We may request from you, and return, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
6. Professional Rules of Practice and Guidelines
6.1. We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of The Insolvency Practitioners Association 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. You can see copies of these requirements in our offices. The requirements are also available on the internet here.
7. Limitation of Work
7.1. In carrying out our work we shall rely upon any information provided to us by you or on your behalf by others. It is central to all our engagements that such information is accurate and complete. If it appears at any stage that this principle is not being adhered to we reserve the right to withdraw from that engagement.
7.2. We will not audit or otherwise verify the accuracy or authenticity of the information or documents provided, unless specifically requested to do so. We will endeavour to raise query with you where, incidental to our work, we identify any apparent anomalies or potential errors.
8. Exclusion of Liability
8.1. The principle of full and accurate disclosure, and the ability to rely upon the integrity and completeness of information and representation supplied to us by you, as well as the ability to rely upon effect being given to actions agreed to be taken by you, are fundamental and essential elements bearing upon the validity of our work.
8.2. Accordingly, we cannot be held responsible or liable for any losses, damages, costs, or other consequences, whether arising directly or indirectly, if information material to our work is withheld or concealed from us, or is misrepresented to us, or if there is failure to adhere to the principle of full disclosure, or if there is failure by you to undertake actions which have been agreed to be your responsibility.
However, we accept that nothing in this letter shall restrict or exclude our liability for death or personal injury resulting from our negligence.
9.1. Communication between us is confidential and we shall take all reasonable steps to keep confidential your information 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.
9.2. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The sub-contractors will be bound by our client confidentiality terms.
9.3. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
10. Conflicts of Interest
10.1. 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 which protects your interest then we may be unable to provide further services.
10.2. If there is a conflict of interest which 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.
11.1. Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
11.2. Should we have no contact with you for a period of 2 years or more we may issue to your last known address a disengagement letter and hence cease to act.
12. Communicating With Us
12.1. 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 attachments.
12.2. 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 or for communications, which are corrupted or altered after dispatch. 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 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.
12.3. We will only assist with implementation of our advice if specifically instructed and agreed in writing.
12.4. As part of our normal procedures, we may request you to provide written confirmation of any information or explanation given by you orally during the course of our work.
12.5. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
13. Communicating With You
13.1 The content on our website is provided in good faith and is for general information purposes and no other purpose. We have made reasonable efforts to ensure the accuracy, currency, completeness and electronic integrity of our website and the information published on it. However, we cannot accept liability for any loss of any kind incurred as a result of reliance on the information provided in this website or any other vehicle which can be accessed by a link from this site, or the functioning of this site.
13.2 If you wish to obtain services from ourselves you should not rely solely on this site. You should make specific enquiries concerning the nature of the services and their suitability for their intended purpose.
13.3 We exclude to the fullest extent permitted by law all liability for any claims, penalties, losses, damages, costs or expenses arising from the use of, or inability to use, this site or from any unauthorised access to or alteration of the site.
13.4 Any communication by us with you sent through the postal system is deemed to arrive at your postal address 3 working days after the day that the document was sent.
14. Applicable Law
14.1. All our engagements are governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute, or difference concerning any engagement and any matter arising there from. 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 appropriate forum, or to claim that those Courts do not have jurisdiction.
15.1. Our fees may depend not only upon the time spent upon 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.
15.2. If it is necessary to carry out work outside the responsibilities outlined in our engagement letter it will involve additional fees. You may therefore wish to take particular care to ensure that your work has been correctly completed to a stage to where we begin to provide service for you, thus minimising our cost.
15.3. 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.
15.4. Where requested, we may indicate a fixed fee for 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 one 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 hereto.
15.5. 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 you hold or via membership of a professional or trade body. Other than where such insurance was 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 insurers.
15.6. Unless otherwise agreed we shall raise invoices for our fees monthly at the end of each month for services performed during the preceding month. Our invoices are due for settlement on presentation.
15.7 In cases where invoices need to be raised separately for items such as disbursements or certain non-recurring work, these will be due for payment in accordance with the terms set out under 15.6 above.
15.7. It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed for the current and ensuing years. Once we have been able to assess the amount of work and time involved we would be
grateful if you would agree to pay an amount to us on a regular basis.
15.9. Unless otherwise agreed to the contrary, our fees do not include the cost of any third party, counsel or other professional fees.
15.10. Under the Late Payment of Commercial Debts (Interest) Act 1998 we reserve the right to charge interest on overdue debt at the rate of 5% above Yorkshire Bank base rate.
15.11. If you do not agree that the fee in any invoice 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.
15.12. If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from that individual (or parent company) giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due against the Group company or individual nominated to act for you.
15.13. Additionally, we reserve the right to suspend our services and withdraw our staff from all or any aspects of your work if payment of any invoice is delayed beyond the above mentioned settlement period.
16. Intellectual property rights
16.1. We will retain all copyrights in any documents prepared by us during the course of carrying out the course of the engagement except where the law specifically provides otherwise.
17. Internal Disputes with a client
17.1. If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless 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).
17.2. 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) and take no further action until the (Board/Partnership) has agreed the action to be taken.
18.1. 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.
19. Period of Engagement and Termination
19.1. Unless otherwise agreed in the engagement covering 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 the period before that date.
19.2. The satisfactory undertaking and completion of our work relies upon your adherence to the principles noted above regarding the supply of information and actions to be taken by you. If there is failure by you in this regard, we reserve the right to terminate the agreement. In such event it is agreed that you will be responsible for the payment of our fees relating to the value of our work done to the time of termination, and for any additional expenses necessarily incurred by us in terminating our engagement.
19.3. 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.
20. Data Protection Act 1998
20.1. We are committed to ensuring the protection of the privacy and security of any personal data which we process in line with any applicable Data Protection Laws. Depending on the nature of the services that we provide to you, we will either act as a Data Controller or a Data Processor. Our Data Protection relationship will be outlined clearly and transparently within your engagement letter.
20.2. We may share personal information between our related companies to provide you with details of additional services offered by those companies that may be of interest to you.
20.3. Your e-mail address may be used to keep you informed about our future products, services or events. If you do not want to receive such information, please indicate this when you are signing the engagement letter.
20.4. If you wish to know more about how we process your personal data, please view our privacy notice, located on our website.
21. Staff Recruitment
21.1. In the event of you recruiting any of our staff introduced to you as part of our engagement we reserve the right to charge a recruitment fee of up to 40% of their starting salary and other benefits payable
22. Contracts (Rights of Third Parties) Act 1999
22.1. Only someone who is a party to this agreement has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right or remedy that exists independently of the Act.
22.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
23. Quality Control
23.1. As part of our ongoing commitment to provide a quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional people and, of course, are bound by the same requirements for confidentiality as our principals and staff.
24. Reliance on Advice
24.1. 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.
25. Our Commitment and Complaints Procedure
25.1. Our aim is to provide you with a high quality service which accords with your requirements.
25.2. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know by telephoning any director or member.
25.3. We undertake to look into your complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may do so directly on the Insolvency Service Complaints Gateway, which can be found here.
26. Agreement of Terms
26.1. These terms supersede any previous terms of business. Once agreed, these will remain effective from the date of signature of the engagement letter to which these are appended until 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.
26.2. These terms will not be effective or binding on either party unless or until they have been agreed and accepted by both those parties. Such agreement and acceptance shall be evidenced only when there is actual possession by us of a copy of the letter to which these terns are attached which have been signed on behalf of both parties.
26.3. By signing the engagement letter to which these terms are attached you have confirmed your agreement and acceptance of these terms unless you have otherwise let us know that they are not in accordance with your understanding of our terms of appointment.