Terms and Conditions

AEL Markhams Limited

Standard terms of business

Last revised 1^st April 2024

The following standard terms of business apply to all engagements accepted by AEL Markhams Ltd. All work carried out is subject to these terms except where changes are expressly agreed in writing.

Professional obligations

1.1 The firm is registered with the Institute of Chartered Accountants in England & Wales (“ICAEW”). Their code of ethics and regulations can be found at www.icaew.com .

1.2 We will observe and act in accordance with the Bye-laws and regulations of ICAEW together with their ethical code referred to above. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue and Customs (“HMRC”) where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

Professional indemnity insurance

1.3 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Allied World Assurance Company Ltd. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.

2 Investment services

2.1 Since we are not authorised by the Financial Conduct Authority then we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.

2.2 Such advice may include:

advise you on investments generally, but not recommend a particular investment or type of investment;
refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000;
advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
assist you in making arrangements for transactions in investments in certain circumstances; and
manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

2.3 We may also, on the understanding that the Ordinary shares or other securities of an incorporated company are not publicly traded:

advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations;
arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
arrange for the issue of new shares; and
act as the addressee to receive confirmation of acceptance of offer documents etc.

2.4 In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.

2.5 We are not authorised by the Financial Conduct Authority. However, we are included on the Register maintained by the Financial Conduct Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Conduct Authority website at www.fca.gov.uk/register.

Financial Promotions

2.6 To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances, but would only do so in our normal office hours of 9am to 5.30pm. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.

3 Commissions or other benefits

3.1 In some circumstances, commissions or other benefits may become payable to us [or to one of our associates] in respect of transactions we [or such associates] arrange for you, in which case you will be notified in writing of the amount and terms of payment. The fees that would otherwise be payable by you as described above will not be abated by such amounts. You consent to such commission or other benefits being retained by us [or, as the case may be, by our associates,] without our, [or their,] being liable to account to you for any such amounts.

4 Client monies

4.1 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 ICAEW.

4.2 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 NatWest Bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

4.3 If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

5 Fees

5.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff and on the levels of skill and responsibility involved and the importance and value of the advice that we prepare as well as the level of risk. Out of pocket expenses are charged at 8.8% of each fee and represent postage, stationery, telephone, photocopying, computer stationery, typing and courier costs, and general administration where applicable. There may be specific disbursements such as distance travel and accommodation and these will be charged separately at cost. VAT at the prevailing rate is charged on all fees, out of pocket expenses and specific disbursements. With the exception of fees already agreed in writing our standard charge-out rates per hour exclusive of VAT at the prevailing rate are as follows:-

Directors – £395 per hour

Consultants – £320 per hour

Senior Managers – £200 – £265 per hour

Managers – £160 – £200 per hour

Accounts Staff – £60 – £165 per hour

5.2 Invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice.

5.3 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 in this letter of engagement 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.

5.4 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Amendment) Regulations 2018. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. We accept settlement of fees by certain credit / debit cards and details are available from the office reception during normal business hours.

5.5 In the event that you are unable to pay our fees, the Customer shall be liable for and shall indemnify AEL Markhams Ltd against all costs and expenses incurred by AEL Markhams Ltd in respect of any steps, actions or proceedings made or brought against the Customer by AEL Markhams Ltd to obtain payment of outstanding charges and penalties. To the extent that any amounts remain payable thereafter (including the principal amount, interest, legal or other professional costs), AEL Markhams shall be entitled to pursue the persons who have signed this agreement below in their personal capacity (currently Directors of the Company (or Members of the LLP as the case may be)) personally for such outstanding sums on a joint & several basis.

5.6 In the event that this firm ceases to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

5.7 We reserve the right to adjust our fees on an annual basis to reflect inflation and rising costs associated with delivering our services. Any such increase will be based on the prevailing inflation rate and will not exceed a reasonable percentage.

6 Key Persons

The parties agree that the Client will not either on its own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of twelve months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any key executive of AEL Markhams Ltd or any associate of the firm who has worked on the services provided under this agreement at any time during the term of this agreement.

To the extent that there is any breach of this Clause, the Client undertakes and agrees to pay to the Firm a fee equating to thirty percent (30%) of the gross salary plus benefits paid to the person upon their departure from the Firm or, if greater, the starting salary of the Client or other new employer. The parties agree that such sum is a genuine pre-estimate of the Firm’s loss in respect of such breach.”

7 Retention of and access to records

7.1 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 following the preparation of your financial statements and annual tax returns. You should retain these records for 6 years from the 31 January following the end of the tax year to which they relate. You should retain them for longer if HMRC enquire into your tax return.

7.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.

8 Conflicts of interest and independence

8.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to 8 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you.

8.2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the Code of Ethics of the Institute of Chartered Accountants in England and Wales which can be viewed at www.icaew.com/membershandbook, subsection 220.

9 Confidentiality

9.1 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.

10 Quality control

10.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

11 Help us to give you the right service

11.1 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 contacting either Marc Bennett or Marc Jason on 0207 433 6940.

11.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with ICAEW.

11.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:

your insolvency, bankruptcy or other arrangement being reached with creditors;
failure to pay our fees by the due dates;
either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

12 Applicable law

12.1 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 the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

12.2 If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

13 Internet communication

13.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

13.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.

14 General Data Protection Regulation (GDPR) 2016/679

14.1 To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provisions of the GDPR.

14.2 For the purpose of providing our services to you, we may disclose personal data to members of our firm’s network, our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.

15 Contracts (Rights of Third Parties) Act 2001

15.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 2001 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.

15.2 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.

16 Proceeds of Crime: The Criminal Finances Act 2017 and the Money Laundering Regulations 2017

16.1 In common with all accountancy and legal practices, the firm is required by the Criminal Finances Act 2017 and the Money Laundering Regulations 2017 to:

a)Maintain identification procedures for clients and beneficial owners of clients;

b) Maintain records of identification evidence and the work undertaken for the client; and

c)Report, in accordance with the relevant legislation and regulations.

16.2 We have a duty under chapter 2 of the Criminal Finances Act 2017 to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that another person is 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.

16.3 The offence of money laundering is defined by chapter 2 of the Criminal Finances Act 2017 and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.

16.4 We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.

16.5 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Criminal Finances Act 2017 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.

17 General limitation of liability

17.1 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, penalties, surcharges, interest or additional tax liabilities 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 or the tax authorities.

17.2 You will not hold us, our principals / directors of associated companies 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 directors or employees personally.

17.3 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.

AEL Markhams Ltd