Appendix: General Terms and Conditions
1 Terms of Business
- The responsibilities for both parties and the scope of the services to be provided for this contract will be as set out in this engagement letter.
- The general terms and conditions as set out in this appendix will apply to all services provided by Alexander Sloan to the client unless otherwise agreed in writing.
- The following terms apply to all engagements or additional work accepted and provided by Alexander Sloan. These Terms should be interpreted together with the rest of the Engagement Letter and any other additional Fees agreed in writing, which together will govern Our relationship with You (“Agreement”). The Agreement together with any documents incorporated or referred to in it (including any document incorporated via a website link) or annexed to it constitutes the entire agreement between the parties unless agreed in writing. This supersedes and extinguishes all previous drafts, agreements, promises, assurances and understandings between them whether written or oral, relating to its subject matter.
- If this is the first set of terms that You have been provided with or have access to then these Terms will cover all previous work undertaken by Us for You.
- We reserve the right to vary the Agreement from time to time and will update these Terms on Our website (www.alexandersloan.co.uk/terms-of-business)and by notice in writing to You. You will be subject to these updated Terms if You continue to receive Services from Us following any such notice.
- Where we act for two or more clients jointly, it is on the understanding that We are authorised to act on instructions from any one of them.
- Any delivery date provided in letters by Alexander Sloan is an estimate based on all information being made available to us and is not contractually binding.
3 Applicable law
- This engagement letter shall be governed by, and construed in accordance with, Scots law. The Courts of Scotland shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
- Our role may include providing advice for your consideration. You agree that you remain responsible for deciding whether our advice makes sense in the context of your affairs as you have described them to us and whether to rely on or implement or act on any advice.
- We shall proceed on the basis of the instructions we have received from you and will rely on you to tell us as soon as possible if anything occurs which renders any information previously given to us as incorrect or no longer relevant. We shall not be responsible for any failure to advise or comment on any matter which falls outside the specific scope of your instructions. We cannot accept any responsibility for any event, loss or situation where we have not specifically been asked to provide advice on the matter.
- The advice that we give can only be as good as the information upon which it is based. You are responsible for informing us if any of the facts or circumstances change. Insofar as that information is provided by you, or by third parties with your permission, your responsibility arises as soon as possible if any circumstances or facts alter as any alteration may have a significant impact on the advice given. If the circumstances change therefore or your needs alter, advise us of the alteration as soon as possible in writing to a member of the engagement team.
- If a transaction is delayed or a similar transaction is to be undertaken you must ask us to confirm any advice already given because the rules and regulations on which the advice was based may have changed.
- In formulating advice, we may discuss ideas with you. We will do this on the basis that you will not rely on and Alexander Sloan will not have any duty or liability to you in respect of any oral advice unless it is confirmed in writing. Similarly any workings provided to you marked draft should not be relied upon and are only for discussion purposes. Alexander Sloan do not accept any responsibility or liability for any reports or documents marked draft.
- Our fees are generally computed on the basis of the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved. Other factors may also be taken into account including the use of any Alexander Sloan expertise, the need to act rapidly or exclusively or outside normal hours or the importance, complexity or monetary value of the matter concerned.
- If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees being charged. Accordingly we would like to point out that it is in your interests to ensure that your records etc., are completed to the agreed stage.
- Our fees will exclude out of pocket expenses. Out of pocket expenses (plus VAT (if applicable)) will be billed as incurred for reimbursement by you.
- Unless otherwise agreed in writing, our fees will be billed at appropriate intervals during the course of the year.
- All fees are payable on presentation or if collected by Direct Debit on the date the Direct Debit is due pursuant to any Direct Debit instructions. Fees are not subject to credit terms.
- Any fee estimate provided assumes that we will have full and prompt access at all reasonable times to all information and co-operation necessary for the performance of the services as well as to your staff and any other advisers relevant to the services. If this is not the case then we reserve the right to amend our estimated fees.
- Where we agree in writing the facility to pay Your Fees by monthly or quarterly instalments, or by Direct Debit, We will not charge any interest or charges (except for default charges) as these terms will not be a regulated credit agreement.
- We may alter Your Direct Debit or debit/credit card instruction if the price of Our Services or Our Fees changes for any reason. We may also charge any other payment due under Our Engagement Letter under Your Direct Debit or debit/credit card instruction together with any other payments which You agree We may charge under that instruction. If there are any changes to the amount, date or frequency of Your Direct Debit, We will notify You 10 working days in advance of Your account being debited or as otherwise agreed. Any Direct Debit payments will be subject to the Direct Debit Guarantee issued to You.
- If You agree to pay by Direct Debit, You have the right to cancel it at any time by contacting Your bank and asking them to stop the payments. You must let Us know in writing that You have cancelled Your Direct Debit.
- If We do not receive payment by the due date or if We do not receive any payment via the Direct Debit on the date it is due pursuant to any Direct Debit Instruction, then we may suspend or cancel the services provided. In addition, we may charge You interest on any amount due to Us at an annual rate of 5% above the Bank of England base rate from time to time. Interest will be calculated on a daily basis from the date payment was due until the date We receive full payment (plus interest); and exercise a lien over any or all monies, documents and records in Our possession, relating to any engagement, until We have received payment of all amounts due to Us (plus any interest charged by Us).
- If You do not agree that an invoiced Fee is in line with what has been agreed in Our Engagement Letter, You must notify Us within 21 days of receipt of the invoice, failing which You will be deemed to have accepted that payment in respect of that invoice is legally due.
- You may at any time (after payment of all outstanding Fees, charges and disbursements), ask Us to return to You any of Your documents or records which You have not received during the course of Your matter (which will not include Our working papers). We may charge a fee for determining which documents You are entitled to and for copying those documents for Our own records.
6 Retention of and access to records
- Copies of any of your records within our working files, including documents we have prepared on your behalf will be, placed in storage and destroyed after they are seven years old unless we consider them to be of continuing significance under the legitimate interest basis. On cessation of our business relationship we will contact you to arrange the return to you of any original records that we hold on your behalf. If the records are not collected after 6 months we may destroy them as we do not have any basis to continue to hold the records. If you require retention of any document you must notify us of that fact in writing.
7 Notices and Electronic Communication
- 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.
- It is the responsibility of the recipient to carry out a virus check on any attachments received.
- Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
- any email address that We have used to communicate with You in the course of the Services.
- to the email address of a current partner of the firm.
- Any notice shall deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address; or
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
- if sent by email, at the time of transmission, or, if this time falls outside 9 am – 5 pm on a Business Day in the place of receipt, at 9 am on the next Business Day after receipt.
- Please also note that We use automated email filters and that these occasionally can block legitimate emails. Accordingly, We recommend that You confirm important email communications to Us by a telephone call or post in the case the email You have sent has been blocked.
8 Bribery Act 2010
- The firm has procedures in place to ensure that both it and its staff comply with the Bribery Act 2010.
- Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.
10 External review
- As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by our independent regulatory bodies. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.
11 Quality of service
- We aim to provide you with a fully satisfactory service and your engagement contact will seek to ensure that this is so. If, however, you are unable to deal with any difficulty through them and their team please contact one of our other Partners. We undertake to look into any complaint carefully and promptly and to 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 the Institute of Chartered Accountants of Scotland (ICAS) by whom we are regulated for audit purposes.
12 Corporate Finance
- If, during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not. However, as we are licensed by the Institute of Chartered Accountants of Scotland, we may be able to provide certain limited investment services where these are complementary to or arise out of the professional services we are providing to you.
- 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 of Scotland. The register can be accessed via the Financial Conduct Authority website at fca.org.uk/register
- Where we refer you to an Independent Financial Adviser (IFA) we will be paid a commission of up to 20% of the commission received by the IFA.
- Alexander Sloan is not responsible for any advice or the service that you receive from the IFA. If you have any issues with the service of the IFA you should contact them directly.
13 Professional rules and practice guidelines
- We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the Institute of Chartered Accountants of Scotland and accept instructions to act for you on this basis.
14 Conflicts of interest
- 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 our confidentiality clause]. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting your organisation.
- 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 our Code of Ethics.
15 Provision of Services Regulations 2009
- We are registered to carry on audit work in the UK by the Institute of Chartered Accountants of Scotland. Details of our audit registration can be viewed at auditregister.org.uk under reference number 0497.
- In accordance with the rules of our professional body we are required to hold Professional Indemnity Insurance. Details of our insurance can be obtained from our offices and website (http://www.alexandersloan.co.uk/about). 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 or Canada.
16 Third Party Rights
- Persons who are not party to this agreement shall have no rights under the Contracts (Third Party Rights) (Scotland) Act 2017 to enforce any term of this agreement. The contract may be varied without any third party consent.
- 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.
17 Money Laundering
- As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We are likely to request from you, and retain, some information and documentation for these purposes and/or to make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity within a reasonable time, there may be circumstances in which we are not able to proceed with the appointment. Copies of such records will be maintained by us for a period of at least five years after we cease to act for the business.
- In accordance with money laundering legislation including the Proceeds of Crime Act 2002 and Money Laundering Regulations 2017 you agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the National Crime Agency (NCA).
- You also acknowledge that we are required to report directly to NCA without prior reference to you or your representatives if during the course of undertaking any assignment the person undertaking the role of Money Laundering Reporting Officer becomes suspicious of money laundering.
18 Work performed by third parties
- We accept no liability for any work carried out by any other party, whether or not this party was introduced to You by Alexander Sloan. It is the responsibility of You to make separate contractual arrangements directly with any other party.
19 Data protection
- 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 the entity, its officers and employees and shareholders (‘personal data’).
- We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.
- You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone, you must produce to us an original or certified power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice at the web address www.alexandersloan.co.uk for this purpose.
- As a separate data controller, we may receive subject access requests from data subjects where they request copies of their personal data. We will co-operate with the request as per our own internal procedures. Should an objection or request for data erasure happen, we will assess each request on a case by case basis to establish the validity of the request.
- In the course of providing services to you, we may disclose personal data to other firms in our network, a regulatory body or a third party or a buyer of our business. As part of our operational service, personal data supplied to us may be transferred between us and EEA/UK/USA where necessary. We will ensure that where any such data transfer takes place, it is covered by an appropriate safeguard such as an adequacy decision. Where an adequacy decision is not applicable another safeguard mechanism will be implemented, such as a standard contractual clause (SCC) to ensure that the transfer remains legal. Where cloud-based services are used the relevant cloud services terms and conditions will apply. In some instances, the location of data stored in the cloud may reside outside of the EEA/UK.
- We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.
- We will answer your reasonable enquiries to enable you to monitor compliance with this clause. If you need to contact us about any data protection issue, please contact your relationship partner.
20 Use of Our Name in Statements or Documents Issued by You
- You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.
21 Successor Firm
- If we shall merge with another firm or transfer our business to another partnership, a limited liability partnership or a company (“successor firm”) then our engagement with you shall not automatically terminate by reason of such merger or transfer. You agree that the successor firm is automatically appointed by you so that continuity of service can be provided to you. Both the successor firm and you may rely on the engagement letter as setting out the continuing terms of the engagement. If such transfer requires some official action by you then you will take such steps as are necessary to enable continuity of service, for example, by the appointment of the successor firm as your accountants.