Bell Howley Perrotton LLP (a limited liability partnership registered in England & Wales), and
BHP Advisory Ltd (a company registered in England & Wales),
Together referred to as “we”, “us” or “our”, are subject to anti-money laundering obligations under UK law and are supervised by the Chartered Institute of Taxation where applicable.
Depending on the nature of the services provided, either or both entities may act as data controller for the purposes of client due diligence.
This engagement letter, the schedule of services and our standard terms and conditions of business are governed by and should be construed by English law. Each party agrees that the courts of England will have exclusive jurisdiction concerning 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.
Our staff and we will observe and act by the by-laws, regulations and code of ethics of the various professional bodies that regulate them and us as individuals and accept instructions to work 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.
All professional advisors must comply with onerous duties imposed by the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2017 (the “Anti Money Laundering Legislation”), which are intended to inhibit the activities of terrorists and other criminals by denying them access to technical expertise. If you fail to perform these duties, we risk imprisonment.
Before we accept your instructions, we will need to obtain ‘satisfactory evidence’ to confirm your identity. In certain circumstances, we may need to obtain evidence confirming the identities of third parties, the source of any funds or other property, the purpose of any instructions or any other matter. We may also need to obtain such evidence after we have begun to act on your instructions. We may obtain the evidence from documents or electronic sources. We assume that our clients are honest and law abiding.
However, if at any time, there appear to be grounds to suspect (even if we do not actually suspect) that your instructions relate to ‘criminal property’, we are obliged to make a report to the National Crime Agency (NCA), but we are prohibited from telling you that we have done so. In such circumstances, we must not act on your instructions without consent from the NCA. If NCA does not refuse consent within 7 working days, we may continue to operate.
If NCA issues a refusal within that time, we must not work for a further 31 days from the date of the refusal. ‘Criminal property’ is property in any legal form, whether money, real property, rights or any benefit derived from criminal activity. It does not matter who carried out the illegal activity or how removed the property is from the original crime. Even if you are honest in your dealings, if your property represents a benefit from someone else’s crime, we must still make a report.
Activity is considered ‘criminal’ if it is a crime under UK law, no matter how trivial or carried out in the UK or abroad. For example, tax evasion is a criminal offence, but an honest mistake is not.
The firm is regulated for AML purposes by The Chartered Institute of Taxation.
We do not hold money on your behalf. We do not operate a client account, segregated from the firm’s funds.
In some circumstances, we may receive commissions or other benefits for introductions to other professionals or for transactions we arrange for you. Where this happens, we will notify you in writing of the amount, payment terms, and receipt of such commissions or benefits. The same will apply where the payment is made to, or the transactions are arranged by a person or business connected with ours.
The amount of the commissions or benefits will not reduce the fees you would otherwise pay. When we reduce the costs that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession, which allows VAT to be calculated on the net fee after the deduction of the commission.
We are committed to providing high-quality, efficient, and effective service. However, please get in touch with us if there is any cause for complaints about any aspect of our service. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still unsatisfied, you can refer your complaint to the Chartered Institute of Taxation.
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 you authorise us to disclose information on your behalf, this undertaking will apply during and after this engagement.
We may occasionally subcontract work on your affairs to other tax or accounting professionals. Our client confidentiality terms will bind the subcontractors.
We reserve the right to mention that you are a client for a promotional activity, training or another business purpose. As stated above, we will not disclose any confidential information.
We will inform you if we become aware of any conflict of interest in our relationship with you or with you and another client. Where conflicts are identified that cannot be managed to protect your goods, we regret that we cannot provide further services.
If there is a conflict of interest that can be addressed successfully by adopting suitable safeguards to protect your interests, then we will adopt those safeguards. Where possible, this will be done based on 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.
Regulation (GDPR)
The DPA 2018 and the GDPR set out several requirements for processing personal data.
We take your privacy and the privacy of the information we process seriously. We will only use your data and the personal information you give us access to under this contract to administer your account and to provide the services you have requested from us.
We attach our privacy note describing our approach to handling your information. In signing one copy of this letter, you will indicate that you have read and agreed to the terms under which we operate as set out in this notice. In addition, please note that we require your agreement on several specific points which are also included in the acceptance section below:
(a) Secure communications and transfer of data
• Post / hard-copy documents (by recorded delivery)
• Cloud-based software
• Emails*
* If you require us to correspond with you by email that is not encrypted or password protected, you also accept the risks associated with this form of communication.
Should we resign or be requested to resign, we usually issue a disengagement letter to ensure our responsibilities are clear.
Should we have no contact with you for twelve months or more, we may issue a disengagement letter to your last known address and hence cease to act.
Unless you instruct us otherwise, we may, where appropriate, communicate with you and third parties via email or 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 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 corrupted or altered communications after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially about 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.
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.
Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility, the importance and value of the advice we provide, and the level of risk.
If we provide you with an estimate of our fees for any specific work, then the estimate will only be contractually binding if we explicitly state that will be the case.
We will indicate a fixed fee for specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than 6 months ahead as such fee quotes need to be reviewed in 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 to it.
A list of the firm’s charge-out rates per hour is set out below:
All rates are exclusive of VAT, which will be added where applicable.
These rates may be reviewed periodically, and any changes will be notified to you in writing and will apply prospectively.
We will bill on completion of our instructions, and our invoices will be due for payment upon presentation within 7 days of issue.
Our fees exclude VAT, which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred while 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. Such costs will be added to any fee note raised and clearly identified as such.
In the event that:
We reserve the right to invoice you for all work undertaken up to the date of termination or cessation.
Such fees will be calculated on a time-spent basis in accordance with our prevailing hourly charge-out rates, together with any disbursements and expenses incurred.
Where appropriate, we may also charge for any committed time, resources allocated, or work in progress that cannot reasonably be redeployed.
You agree that such fees represent a fair and reasonable reflection of the work undertaken and resources committed by us.
Any such invoice will be payable in accordance with our standard payment terms.
The firm’s policy is that all accountancy and tax-related compliance services are paid in 12 equal monthly instalments commencing on the date our letter of engagement is signed. You will be invoiced accordingly.
If you engage our services partway through your financial year, a catch-up invoice will be raised to ensure no balancing payment is due before the completion of your year-end accounts. For example, if you engage us on 1st July and your end of the year is 31 December, the following bills will be raised:
1st July – one-month fee covering July and monthly onwards.
1st July – six months fee covering January to June.
Any change to services provided will be reflected in the monthly invoice following the notification of such changes.
Please note that you will receive your first monthly invoice approximately 7 days after receipt of the signed engagement documents and monthly after that.
If you choose to maintain your books and records manually or electronically. Any additional accounting, tax, or compliance work/queries will be chargeable on a time-spent basis at the appropriate hourly rate above.
Any ad-hoc advice will not be included within the above instalment arrangement due to its one-off nature and will be billed separately. A separate quote will be provided for such work before it is carried out.
All advisory work is invoiced as follows:
• Tax-related advice – 70% fee payable on signing the engagement letter and 30% on
providing the draft advice/documentation.
• Wills, LPA’s etc. – 70% fee payable on signing the engagement letter, 20% on providing the draft advice/documentation and 10% on signing documentation. Our quoted fees for this work are based upon the transaction time of 12 weeks from the date of instruction. If the final documents have not been signed during that period, due to your failure to provide us with sufficient instructions to complete the documents, additional correspondence outside of the 12 week period will be charged at our hourly rates as set out in the table above.
In certain circumstances, where we agree, and the fee quoted is more than £10,000 plus VAT, we may allow you to pay in instalments of up to a maximum of 6 months.
If your account with us is overdue by 60 days or more, we reserve the right to charge interest on late paid invoices at the current 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.
If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 7 days of receipt, failing which you will be deemed to have accepted that payment is due.
Where a client company, trust or other entity cannot settle our fees, we reserve the right to seek payment from the individual (or parent company) giving us the original instructions on behalf of the client. You agree that we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
We will retain all copyright in any document we prepared while carrying out the engagement save where the law specifically provides otherwise.
If any provision of this engagement letter or enclosed schedules is void, then that provision will be deemed not to form part of this contract.
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.
Where we are instructed on behalf of a business, and 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. We would only provide information or services to one party with all parties' express knowledge and permission.
Unless otherwise agreed by all parties, we will continue to supply information to the usual place of business for the attention of the directors or proprietors. Suppose conflicting advice, information or instructions are received from different directors/principals in the business. In that case, we will refer the matter back to the board of directors/the partnership and take further action once the board/partnership has agreed on the action to be taken.
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 insurance, we may have to refer you to someone authorised by the Financial Services Authority or licensed by a Designated Professional Body, as we are not.
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to 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 due to a failure to act on our advice or a failure to provide us with relevant information.
We will not be liable to you for any delay or failure to perform our obligations under this engagement letter circumstances outside our reasonable control cause the delay or failure.
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we provide is withheld, concealed, or misrepresented. 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.
You agree to indemnify our agents and us in respect of any claim (including any negligence claim) arising out of any unauthorised disclosure by you or by any person for whom you are responsible for 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 we spend defending it.
The advice and information we provide you as part of our service are 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 with the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Unless otherwise agreed in the engagement cover 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 the other party no less than 14 days notice in writing except where you fail to cooperate with us or we have reason to believe that you have provided us with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights accrued to us before termination.
In the event of termination of this contract, we will endeavour to agree with you on 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.
Termination shall not affect our entitlement to fees and expenses incurred up to the date of termination, including any abortive costs as set out in Clause 14.
We will endeavour to record all advice on important matters in writing. Advice given orally is only
intended to be relied upon if confirmed in writing. Therefore, if we provide oral advice (for example, during 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.
Insofar as we are permitted to do by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records relating to all engagements for you until all outstanding fees and disbursements are paid in full.
Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, over seven years old. You must tell us if you require the return or retention of any specific documents for extended periods.
Our professional indemnity insurers' 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 or Canada.
Unless otherwise agreed, and subject to the application of then current hourly rates, these Terms and Conditions shall apply to any future instructions given by you to this firm. We reserve the right to update these Terms and Conditions from time to time, and where this occurs it is the updated version that shall govern our engagement with you, including any then on-going engagements.
Circumstances may arise in which we may be obliged, or deem it reasonable, to depart from these Terms and Conditions in order to comply with changes in the law. In such circumstances, we shall be entitled to treat the Terms and Conditions as amended so as to enable us to comply with our legal or regulatory obligations, notwithstanding that an appropriately revised version of these Terms and Conditions may not yet have been issued.
Our advice will be rendered on the basis of information and documentation supplied by you or by others on your behalf. We will be entitled to rely on the completeness, relevance and accuracy of such information and documentation without the need for verification or enquiry.
We are entitled to rely on you to act with speed and diligence in all matters. This includes providing us with clear, accurate and timely instructions and with all relevant information, updating us on developments or changes in circumstances, responding to our queries, and dealing with documents that we send you. We cannot accept any liability for loss caused by delay or the failure to act on your part. You should also safeguard any documents that are likely to be required for discovery in litigation.
All advice provided by us is given on the basis of the state of the law and practice as they stand at the time the advice is given. Unless expressly agreed otherwise in writing we are under no obligation to bring to your attention possible, pending or subsequent changes in law or practice (including the outcome of pending or future litigation which may come before the Courts or other for and which may be held to have been relevant to the matter on which we have been advising) nor to advise on the implications of such changes.
Once a transaction has been completed, we have no continuing obligation to remind you of dates or deadlines relating to the matter in any way.
As part of the advice that we provide to you it may occur that we are asked to consider, comment upon or take account of the law in other jurisdictions. Although we will use our best efforts to consider the relevance of such laws we are not qualified to advise on laws other than those of England & Wales (or the United Kingdom, in the case of taxation advice), and we do not hold ourselves out as able to provide such advice. We will be pleased to introduce you to suitably qualified lawyers in other jurisdictions who can provide advice that takes into account the relevant foreign laws.
If any provision of these Terms and Conditions (or part of any provision) is found by any Court, or other authority of competent jurisdiction, to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. You agree that in the event of any such finding of invalidity etc, you and we will attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves, to the greatest extent possible, the same effect as would have been achieved by the invalid or unenforceable provision.
