These general terms and conditions of business apply to professional services provided to clients of Chantrey Vellacott DFK LLP and are referred to in our letters of engagement with individual clients. Any subsequent changes to these general terms and conditions will be published on our website and dated. They will apply from this date.
The scope of our work and our liability to you in respect of the Engagement is set out or referred to in our letter of engagement which incorporates these terms (together the “Engagement Terms”). Should any of the terms of our letter of engagement conflict with these General Terms and Conditions, the former shall prevail.
2. Fees and fee recovery
2.1 – Our fees will be charged on the basis referred to in our letter of engagement. We reserve the right to charge interest for delayed payment at a rate of 8% per annum on any outstanding sums due from you to us from the due date for payment to the actual date of payment.
2.2 – Where permitted by law, regulation 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 have been paid in full.
2.3 – Where our appointment is by a parent company on behalf of a group of companies, our invoices may be addressed to either the parent company or the relevant group company or entity. Both parties remain jointly and severally liable for payment of the invoices until satisfied in full.
3. Information provided by you
3.1 – You will provide us with all necessary documentation and information we may reasonably require in a timely fashion in order to enable us to complete the Services specified in our letter of engagement.
3.2 – You confirm that the information so provided is complete and accurate and you acknowledge that we may rely upon it.
3.3 – For the purposes of carrying out the Services, we shall not be treated as having notice of any information provided to our staff members other than that provided to members of the core team as advised to you.
4. Intellectual property rights
The Intellectual Property Rights in all materials provided to you, or otherwise generated during the course of carrying out the Engagement (including methodology, software, know-how and working papers), shall remain the property of Chantrey Vellacott DFK.
5. Confidentiality and publicity
5.1 – Save as required by law or regulation we will treat as confidential all information which you provide to us for the purposes of the Engagement. We will, however, be free to use any skill, know-how or methodologies employed in performing the Services in performing services for other clients.
5.2 – You will keep confidential any know-how, methodologies or technology used by us to carry out the Services.
5.3 – We will obtain your permission in advance before publicising work undertaken on your behalf. However, notwithstanding the foregoing and subject to clause 5.1, you agree that we may refer to you as a client of ours in proposals or other similar submissions made to prospective clients. If you do not want us to act in this way, please contact your engagement partner (as set out at clause 5.1 of the letter of engagement).
6.1 – 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. [effective from 1 December 2014]
6.2 – Any reports, letters or other documents issued by us will be addressed to you. They are provided solely for your use and benefit and only for the purpose for which they were prepared.
6.3 – No report, letter or other document produced by us (in whatever form) may be reproduced or distributed, in whole or in part, without our prior written consent (save that our work product may be reproduced and distributed within your organisation – and/or shown to your professional advisers on a need to know basis – solely for the purposes for which it was produced).
6.4 – Neither our advice nor any of the Services performed pursuant to the Engagement are intended, either expressly or by implication, to confer any benefit on any third party and the liability of Chantrey Vellacott DFK to any third party is expressly disclaimed.
7. Conflicts of interest
7.1 – We have in place procedures to identify situations where conflicts of interest may arise. However, we cannot be certain that our procedures will identify all such situations. If you become aware of any potential conflicts affecting our provision of the Services, you agree to notify us immediately.
7.2 – Where a conflict of interest is identified and we believe that implementing appropriate procedures can properly safeguard your interests, we will properly notify you of the conflict and procedures we may put in place (subject to any obligations we may owe to third parties). However, there may be circumstances where we consider that your position cannot be safeguarded and in such circumstances the services may be terminated without affecting our entitlement to payment for the work carried out by us up to the date of termination.
8. Staff members
We reserve the right to determine which of our staff members are allocated to the Engagement and where named individuals are not available we will supply substitutes of equivalent qualifications/experience.
9.1 – You shall not (without our prior written consent) offer employment to or otherwise solicit any of our partners or members of staff working on the Engagement, nor use the services of any partner or member of our staff, either independently or via a third party, for a period of 6 months following the end of the involvement of that member of staff with any work pursuant to the Engagement.
9.2 – This obligation shall not apply in respect of any member of our staff who, without previously having been approached by you or on your behalf, responds to a general or advertised recruitment campaign.
9.3 – Should you breach this obligation and employ or engage a partner or member of our staff (without our prior consent) we reserve the right to charge you a fee equal to 30% of the total annual profit share or remuneration package (including benefits) payable by us to the member of staff at the time their employment with us ceases. You acknowledge that this is a fair and reasonable term intended to be a genuine pre-estimate of the likely loss to us caused by your employing or engaging any of our partners or member of our staff.
10. Liability of employees
You shall not bring any claim personally against any of our members, directors, staff members or agents (but this clause 10 will not exclude or limit the liability of Chantrey Vellacott DFK for acts or omissions of its employees performed under our supervision or within the scope of the employee’s contract of employment). Each such member, director, staff member or agent shall be entitled to the benefit of this provision under the Contracts (Rights of Third Parties) Act 1999.
We shall not be responsible for any delay to the performance of the Services where such delay is beyond our control (including but not limited to your failure to provide, in a timely manner, the information referred to above).
12. Quality of service
If, at any time, you believe our service to you could be improved, or if you are dissatisfied with any aspect of our service, you should raise the matter with the engagement partner responsible for providing our Services to you (or, if you would prefer, you should contact the Senior Partner of the office from which our Services are being primarily provided). We will address your concerns as promptly and carefully as possible. However, if we are unable to satisfy your concerns you have the right to address your complaint to the Institute of Chartered Accountants in England and Wales. For Business Recovery clients, unresolved complaints should be made to the Insolvency Service (further information can be obtained by visiting their website www.bis.gov.uk/insolvency/contact-us/IP-Complaints-Gateway).
13. File retention
It is our normal practice to retain documents relating to client engagements for 7 years after the end of the relevant engagement. Thereafter, unless otherwise agreed in writing, we reserve the right to destroy or erase the documents without reference to you.
14. Money laundering
We have a statutory and professional duty to report any knowledge or suspicion (or reasonable grounds for suspicion) of money laundering. This duty overrides our duty of confidentiality to you. It is our policy and standard procedure to decline to comment or respond in any way to any enquiries you make of us in this regard.
15. Client identification
As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. This includes identifying/verifying the identity of trustees or other individuals of a trust, directors or officers of a company or unincorporated association, partners in a partnership or members of a limited liability partnership. In the case of clients who are other than natural persons, we seek to identify the controlling parties (including shareholders/members), beneficial owners and ultimate beneficial owners (where applicable) and, more generally, to understand the ownership and control structure of our client. We may do this by asking you (or your other professional advisors) for information and documentary evidence and/or use an electronic verification system that we consider suitable. We may not be able to provide any professional services to you should the evidence referred to above be delayed, refused or otherwise be regarded as insufficient.
16. Electronic communications
During the performance of the Engagement, we may (unless you expressly ask us not to do so) communicate with you (and with others for the purposes of the Engagement), electronically. You accept that the electronic transmission of information cannot be guaranteed to be secure or free from error. It remains your responsibility to carry out virus checks of any attachments before launching any document (howsoever received).
We shall be entitled to sub-contract any of the Services without prior notice to you. Where we do so, we may share any relevant information with the sub-contractor for any purpose connected with the Engagement and (unless otherwise agreed) we shall accept responsibility for their work which shall be deemed to be part of the Services.
18. Data protection
18.1 – In this clause 18, the terms data controller, data processor, data subject, personal data, sensitive personal data and processing shall be as defined in the Data Protection Act 1998 including as it may be amended, updated or replaced (the “Act”), and “Data” shall mean any personal data and sensitive personal data provided by you to us pursuant to the Engagement.
18.2 – In providing us with any Data (whether relating to yourself or any third party), you agree that you have obtained all the necessary consents from data subjects and given all necessary information to data subjects and that we may obtain, use, process and disclose such Data in order that we may perform the Services agreed under the Engagement.
18.3 You agree we may also use such Data for internal management purposes and for other ancillary purposes relating to the provision of the Services and the Engagement including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance.
18.4 – You agree that a) we may subcontract Services to third party agents or contractors, b) third party agents or contractors may process the Data in connection with the Services, and c) we or our third party agents or contractors may transfer Data outside the European Economic Area (EEA), including to agents and sub-contractors in such non-EEA countries.
18.5 – You acknowledge and agree that we may use Data to provide data subjects with information about our products, services and events if we think they might be of interest. If you or any other data subject does not want to receive such marketing information from us, you or they should please contact the relevant contact partner (as set out in our letter of engagement).
18.6 We each acknowledge that you are a data controller in respect of the Data and that to the extent we process Data on your behalf to provide the Services, we are a data processor. We agree that to the extent we process Data as your data processor in connection with the Services, we shall:a) process the Data only on your instructions as set out in our letter of engagement and to perform our obligations under the Engagement;b) provide appropriate technical and organisational measures against unauthorised or unlawful processing, accidental loss or destruction of or damage to the Data;c) take all reasonable steps to ensure the reliability of any of our staff who have access to Data processed in connection with this Engagement; provide, on request, such information as is reasonably necessary to enable you to satisfy yourself of our compliance with this clause 18.
19. Corporate finance
CV Capital LLP (“CV Capital”) is a wholly-owned subsidiary of Chantrey Vellacott DFK. CV Capital is Authorised and Regulated by the Financial Conduct Authority and therefore can undertake certain regulated corporate finance work that Chantrey Vellacott cannot do under its registration with the ICAEW. If work is referred to CV Capital then CV Capital will issue its own engagement terms, will be remunerated separately for its professional services and will take responsibility for compliance and regulation under the Financial Services and Markets Act 2000, the City Code on Takeovers and Mergers and any other applicable regulatory requirements.
20. DFK International
20.1 Chantrey Vellacott DFK is a member of DFK International, an international association of independent accounting firms some of whom use “DFK” as part of their business name. The association comprises of separate legal entities. No DFK entity is our agent or partner and no associated entity has authority to enter into any legal obligations on our behalf. If we introduce you to another DFK entity then unless otherwise agreed, you must make your own contractual arrangements with them directly and we do not accept liability for work that they carry out for you. Those members of DFK International who include DFK in their firm’s name are classified as network firms in accordance with EU and IFAC requirements. Member firms that do not include DFK in their firm’s name are not network firms and belong to the association as either Full or Correspondent Members.Chantrey Vellacott DFK is also a member of DFK UK & Ireland, a national association of independent accounting firms. DFK UK & Ireland has a membership agreement with DFK International.
21. Successor Firm
If we should merge with another firm or transfer our business to another partnership, limited liability partnership or a company (a “Successor Firm”), our Engagement with you shall not (save where required by any applicable law or regulation) 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. Both the Successor Firm and you may rely on the Engagement Terms as setting out the continuing terms of the Engagement until such time as they are varied or replaced. 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 auditors. This clause does not in any way limit your termination rights referred to below.
22. Compliance with laws
You are responsible for ensuring compliance with all laws and regulations that apply to your activities.
23. Termination and Disengagement terms
23.1 – The Engagement may be terminated by either party giving 28 days’ prior written notice to the other at any time except when termination rules are prescribed by legislation or other professional obligations. We may terminate the Engagement immediately where (i) you fail to cooperate with us; (ii) we have reason to believe that you have provided us (or others) with misleading information; or (iii) we consider (in our absolute discretion) that damage has or will be caused to our reputation owing to your acts or omissions. Termination under this clause shall not affect any rights that may have accrued for either of us before termination or suspension including our entitlement to payment of all sums due to us.
23.2 – Should you decide to replace us, we will provide any successor with such information as is necessary to enable them to carry out comparable work for you and for no other purpose. Prior to doing so, we will ask for your written authority to communicate with the named successor. We reserve the right to charge a fee in respect of any assistance provided if the request goes beyond what we consider to be reasonable or if it is made more than 3 months after you have notified us of your wishes (while we shall retain our files for a number of years, these will be archived and the costs of retrieving them from archive will be reflected in such a charge). Our fee will be computed on the basis following.
23.3 – We will not make a charge for the first hour of time spent on transferring information to a successor. However, where there is good reason to make a charge in view of the unusual amount of work involved, our fee will be computed on the basis of time spent in excess of one hour, having regard to the level of skill and responsibility involved. A fee note will normally be issued at the end of the exercise and we reserve the right to require payment before completion of the ‘handover’. A charge may also be made for sending your documents or other property to a third party.
24. Clients’ money regulations
24.1 – We may, from time to time, hold money on your behalf. The money will be held in trust in a client bank account, which is segregated from our funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
24.2 – Such monies will be held in a designated interest bearing client bank account. Subject to any tax legislation, interest will be paid gross. To avoid excessive administration, we reserve the right to only pay you interest where the amount earned on the balances held on your behalf in any calendar year exceeds £25.00.
25. Professional indemnity insurance
In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of our professional indemnity insurance can be found on our website (www.cvdfk.com/regulatory.asp).
26. Access to audit working papers (where applicable)
26.1 – Our working papers and other internal documentation created for the purpose of carrying out the Engagement and (where applicable) our duties as auditors belong solely to us and will not be provided to you. However, we may be required to give access to these audit working papers for regulatory purposes or because of other statutory or legal obligations.
26.2 – We are registered for audit work by the Institute of Chartered Accountants in England and Wales (ICAEW), a Recognised Supervisory Body under the Companies Act 2006. In common with all other UK auditors, the ICAEW or other supervisory or regulatory bodies may request access to audit working papers, including in relation to other parts of your group prepared by overseas audit firms (including our associated firms). You agree to take all reasonable steps to procure that your overseas group companies or affiliates grant consent, wherever necessary, to enable an overseas auditor to comply with such requests.
27. Whole agreement
The Engagement Terms, together with any agreed written variations thereto, set out the entire agreement between us in relation to this Engagement and supersede all prior representations, agreements (including any tender documentation or information) negotiations or understandings, whether oral or in writing, other than any misrepresentation which is made fraudulently.
28. Third party rights
No person other than the parties to the Engagement Terms, their respective successors and assignees, shall have any right to enforce any of the Engagement Terms (pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise), except to the extent that the Engagement Terms expressly provide for the Act to apply.
Should any of the Engagement Terms (including these general terms) be declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.
30. Jurisdiction and governing law
The Engagement Terms and the Services provided pursuant to them shall be subject to, governed by and interpreted in accordance with English law. The courts of England shall have exclusive jurisdiction to settle any dispute which may arise in connection with the Engagement Terms and/or the Services to which they relate.
31.1 – “Client”, “your” or “you” means the person, company or other entity to whom our letter of engagement is addressed and to whom the Services are provided.
31.2 – “Engagement” means the agreement between the Client and Chantrey Vellacott DFK for the provision of the Services upon the Engagement Terms (or any written variation thereto agreed between the Client and Chantrey Vellacott DFK).
31.3 – “Engagement Terms” means the terms contained (or referred to) in our letter of engagement (of which these General Terms and Conditions of Business form part).
31.4 – “Intellectual Property Rights” means patents, trademarks, design rights (whether registerable or otherwise), applications for any of these, copyrights, database rights, trade or business names and other similar rights or obligations whether registerable or not in any country.
31.5 The expressions “Chantrey Vellacott DFK”, “Chantrey Vellacott”, “our”, “we”, or “us” in our letter of engagement means Chantrey Vellacott DFK LLP, its members, partners, directors, staff and agents, and in all cases any successor or assignee.
31.6 – “Services” shall mean the reports, advice and/or other services to be provided by Chantrey Vellacott DFK pursuant to the Engagement (or any part of them) as described or referred to in the letter of engagement.