Terms and Conditions

1.            Introduction

1.1.        Unless otherwise agreed in writing, these terms and conditions apply to any instructions you give us, including any future instructions.  Your continuing instructions will amount to your acceptance of these terms and conditions which should be read in conjunction with our Letter of Engagement.  If any of the terms of the Letter of Engagement are inconsistent with these terms and conditions, then the provisions of the Letter of Engagement shall prevail.

 

2.            Authorisation and Registration

2.1.        Phebys Accountants Limited is a limited company registered in England and Wales (registered number 03737401).  Our registered office is at Suite 1, Lower Ground Floor, 1 George Yard, London, England EC3V 9DF.  We are authorised and registered with ACCA as Chartered Certified Accountants and can be found on the register of members at http://www.accaglobal.com/general/finding.

2.2.        Phebys Limited is referred to in these terms and conditions and any Letter of Engagement to which they are attached as “we”, “us”, “our” or “firm” which, where appropriate includes our successor and predecessor firms and our officers, employees and consultants.

 

3.            Instructing Us

3.1.        We ask that you provide us with clear, timely and accurate instructions.  We also ask that you provide all information relevant to your matter in a timely manner and to safeguard any documentation that may be required.

3.2.        We will let you know immediately if we are unable to take on the work.

3.3.        We aim to offer all clients a friendly and efficient service.  We will keep you updated with progress on your matter and communicate with you in plain language. We will review your matter regularly and advise of any circumstances and risks which may arise that could affect the outcome of your matter with a timescale for its conclusion.

3.4.        Every client is allocated one main point of contact to ensure that we work with them in the way they want.  Where we carry out a number of matters for you we will allocate an individual to you who will agree who will work with you depending on the level of expertise required. When we confirm individual instructions we will ensure you are aware who will carry out the work, their level and hourly rate if applicable.

3.5.        We will agree the scope of our instructions with you, we shall not be responsible for any failure to advise on matters outside the scope of our engagement.

3.6.        Before we begin a matter we will clarify any deadlines and where appropriate agree with you the timings for the work we are to carry out and we will do our best to achieve these timings.  We would like you to be aware that sometimes this is not within our control and will depend on the degree of co-operation we get from you, other parties involved on the job or their advisers.  Should there be an issue, we will inform you immediately and agree the best course of action.

3.7.        Where we act for you on a matter with deadlines, you are obliged to meet deadlines and provide any documentation during relevant time periods.  Failure to do so could lead to serious sanctions such as potential fines or other penalties against you.

3.8.        We are entitled to rely (without the need for independent verification) upon information and instructions that are provided using standard forms of communication including emails from your recognised email account and letters on your headed notepaper.

3.9.        Unless you let us know otherwise, we will assume you are happy for us to communicate by email, even though we cannot guarantee that it is completely secure or confidential. We do not routinely encrypt emails. We monitor emails for internal policy reasons and may record or monitor telephone calls for future reference and training purposes.

3.10     In reviewing the instructions and documents provided by you we are entitled to assume:-

3.10.1.that all copies made from original documents are true and complete copies (whether certified true copies or not);

3.10.2.that all documents submitted to us as originals are authentic and complete;

3.10.3.that each of the contracting parties to the documents (and any other relevant arrangements) had all the necessary legal capacity, power and authority to enter into and perform their respective obligations in accordance with the terms of such documents (or arrangements);

3.10.4.that none of the documents we review is void, avoidable or unenforceable for any reason and that accept as notified to us that none of the parties to any of the contracts have breached or threatened to breach any of its obligations;

3.10.5.that all documents copied to us have been duly signed by all respective parties or duly authorised signatories on their behalf and all such authorities were properly given; and

3.10.6.that we have been provided with all information relevant to the matter in question.

3.11.     We do not accept responsibility or liability for any loss or damage which may arise through your use of a Cloud Storage Solution.  We have no control over websites operated by third parties and therefore we cannot be responsible for the privacy, protection or access to any information you have provided to the Cloud Storage Solution.  You should exercise caution and ensure any information provided is protected and look at the privacy statement applicable to the website in question.

 

4.            Complaints

4.1.        If any difficulty between us should arise, you should first raise the matter with the person dealing with your matter.  If the difficulty remains unresolved please put your concerns in writing to Andrew Springthorpe atandrew@phebys.com. We will try to resolve any problem quickly and operate an internal complaints handling system to help us resolve the problem between ourselves.  A copy of our complaints procedure is available on request.

 

5.            Our Fees

5.1.        We will discuss our approach to charges and billing with you at an early stage to ensure that we are confident that you understand how our fees are calculated and charged.  In many cases we will agree a fixed fee with you.

5.2.        Where a fixed fee has not been agreed, we will try to give you an estimate of how much the work is likely to cost based on our understanding of the facts known at that time. Where this is difficult to do because of the nature of the work, we will try to give you an indication of how much to budget for, based on our experience of similar work.  We will let you know as soon as we can if this changes.  We are also happy to advise when fees reach a certain level or, if you prefer, you can set a limit on the level of charges which may be incurred without further reference to you.  Any estimate for work to be carried out is not intended to be fixed unless we expressly say so.  We will ensure that the difference between an estimate and a fixed fee is made clear to you.

5.3.        Unless we agree otherwise, our fees are usually calculated on the basis of time spent on the matter at the hourly rates of the people involved.  Time will include all time spent on the matter, including meetings with you and perhaps others, any time spent travelling, considering and preparing documents, preparation of any detailed costs calculations, correspondence and making and receiving telephone calls.  Time will be charged at hourly rates which have been agreed with you.

5.4.        Sometimes other factors in addition to the time spent have to be considered.  This may be taking account of the complexity of a job, specialised knowledge and the degree of responsibility involved.  The value of, for example, a business concerned or the financial benefit to you, the importance to you or your business, the speed with which it was dealt with and the results achieved.  We will discuss this with you if any such factor applies.

5.5.        Our charges may also include payments which involve the firm in providing additional facilities or administration, for example, bank transfers, multi-party conference calls and interactive web-based products for online reporting and document deed storage.

5.6.        Our rates will be reviewed from time to time to take account of changes in our overhead cost, usually to take effect on the 1stApril.  We will generally discuss any proposed increases with you and we will always formally notify you in writing of any increased rates.  We reserve the right to terminate our instructions unless the increased rates are agreed in substitution for the existing rates.

5.7.        Value Added Tax (VAT) will where applicable be added to our fees at the prevailing rate. Our VAT registration number is 220699855.

 

6.            Payment of Fees

6.1.        We may and will in many cases request payment on account of our fees at both the outset of beginning to work for you and on other occasions during the time that we act for you.  Where payment on account is requested, payment of the requested amount will be a condition of our working for you.  Unless otherwise agreed we will bill monthly in pound sterling.  Payment is due within 7 days of the date of the invoice unless stated otherwise.

6.2.        If payment of an invoice is not received within 7 days of the invoice date, or you fail to make a payment on account for a specified time period, we reserve the right to suspend the provisions of our services to you until payment has been received and, or to stop acting and to terminate our contract with you.

6.3.        If payment of an invoice is not received within 7 days of the invoice date, we reserve the right to exercise the statutory right to claim interest and compensation for debt recovery costs pursuant to a law payment of commercial debts legislation or if such legislation does not apply, interest will be charged at an annual rate of 8%.

6.4.        Invoices may be paid by debit card or credit card for which there is no charge. Payment by either card may be made over the telephone.

6.5.        You remain liable for payment of our fees and expenses whatever the outcome of your matter even if a third party has agreed to pay our fees. Also, if a specific matter fails to proceed, then we reserve the right to bill you for any fees and expenses incurred up until that point unless we have agreed otherwise in advance.

6.6.        Any money held by us on your behalf may be taken in payment or part payment of any of our invoices, whether overdue or not, without further notification or consent.

6.7.        We reserve the right to exercise a lien over all money, documents and other property which entitles us to retain any money, papers or other property belonging to you, which comes into our possession pending payment of our costs.

 

7.            Client Monies

7.1.        If we hold money on your behalf such money will be held in a client bank account separate to the firm’s funds. The account will be operated and all funds dealt with in accordance with the client’s monies rules of the associate of chartered certified accountants.  These rules can be found on the ACCA website at http://www.accaglobal.com/en.html.

7.2.        Whilst we will always use reasonable endeavours to ensure that client money held by us is placed in an appropriate bank or other financial institutions we do not accept any liability for any losses or associated costs which may arise as a result of any failure, restructuring or insolvency of any financial institution used.

7.3.        If we receive money from you which we are required to return or we determine should be returned to you, we must always return the monies to the same account from which it came.

 

8.            Limitation of Liability

8.1.        The maximum amount of our liability for any loss or damage caused by our negligence in the course of providing our services to you is £1.5 million, unless we expressly state a higher amount in our Letter of Engagement.  Any claim will include those arising from one act, error or omission, one series of related acts, errors or omissions, the same act, transactions, similar acts, errors or omissions in a series of related matters or transactions and all claims arising from one matter or transaction.  Any liability will also be limited to a just and equitable proportion of the total loss having regard to the extent of your own responsibility and that of any other party regardless of ability to pay.  We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses or any damages, costs or losses attributable to loss of profits or opportunities.

8.2.        Nothing in these terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or reckless disregard of professional obligations.

8.3.        Advice given by us in the course of acting for you is provided to you and you along and only in relation to the particular circumstances of your instructions.  We do not accept any liability for the use of such advice by any other person or organisation without our express prior written consent.

8.4.        We accept that when advising you or providing our services we must take reasonable care, however, we are dependent on you providing us with accurate instructions and complete documentation and information in good time.  In the event you fail to do this, we will not be held responsible for losses caused as a result.

8.5.        You acknowledge that you are instructing Phebys Limited and Phebys Limited alone will provide the services to you.  Accordingly Phebys Limited should be solely liable to you for any wrongful and/or negligent acts or omissions of any director, officer, employee or consultant of Phebys Limited, in the course of their acting as agents for Phebys Limited.

8.6.        No Phebys Limited individual assumes any personal responsibility to you.  You agree you will not bring any claim whether in contract, tort or under statute or otherwise against any Phebys Limited individual, your sole right of action being Phebys Limited.

8.7.        You agree to indemnify us against any claims, liability or expenses which we incur or are obliged to pay as a result of acting for you except to the extent that such a liability or expense is caused by our negligence, fraud or reckless regard of professional obligations.

8.8.        In the interests of clients, Phebys Limited maintains professional indemnity insurance to a total level of £1.5 million.  Our PII policy is provided by  Xact Underwriting Services Limited, 6 Lloyds Avenue, London EC3N 3AX.

 

9.            Financial Services

9.1.        Phebys Limited is not authorised by the Financial Conduct Authority to provide investment advice.  We may therefore refer you to someone who is authorised by the Financial Conduct Authority or other designated professional body.

 

10.         Identity/Money Laundering Regulations

10.1.     In order to comply with The Money Laundering Terrorist Financing and Transfer of Funds (information on the payer) Regulations 2017 it is necessary to obtain and retain evidence of a new client’s identity, including that of any beneficial owners of corporate entities and trusts.  We may also use electronic identification service providers to confirm the identity of an individual, and sometimes that of a person related to you due to the nature of the transaction.  The cost of any such service will be charged to you.  If the amount is in excess of £10.00 including VAT, we will seek your prior agreement.  We accept no liability for any losses that may arise as a result of carrying out such electronic searches.

10.2.     We may also need to make enquiries regarding the purpose of your matter and the source of any funds being used.  If we are not satisfied regarding the source and legitimacy of funds we will cease to act for you.

10.3.     We are professionally and legally obliged to keep your affairs confidential.  However, we may be required by statute to make a disclosure to the authorities where they know or suspect that a transaction may involve money laundering or terrorist financing.  If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made or the reasons for it. We may have to stop working on your matter for a period of time and may not be able to tell you why.

10.4.     We do not accept any liability for consequential damage arising from compliance with the appropriate legislation if we have to make such a disclosure.

 

11.         Storage of Documents

11.1.     Following the conclusion of your matter, we will retain your file including both the hard copy papers and soft copy electronic documents and communications for 6 years from the end of the last financial year they relate to  or such other period as we may deem appropriate in our absolute discretion.  We may store your file in an electronic format rather than a hard copy paper format.

11.2.     Where stored papers are retrieved from storage by us in connection with continuing or new instructions from you to us to act in connection with your affairs, normally no charge will be made for such retrieval.  However, we reserve the right to make an administration charge based on time spent in retrieval and any work necessary to comply with the instructions given by or on behalf of a client or former client for whom papers or originals are stored.

11.3.     In circumstances where a client or former client requests any paper originals or files to be sent to them or a third party at their direction, then we may charge a fee for photocopying and/or printing.  If the original file or original papers are to be sent to a client or former client and we need to retain a copy for our own records, then we may also charge a photocopying and/or printing fee.

 

12.         Data Protection

12.1.     In the course of, or for the purposes of, providing services to you it will be necessary for us to collect from you, store and use certain personal information about you or from you which may be identified (personal data).  We shall collect, store and use all personal data in accordance with our duty of confidentiality to you and with all legal requirements in effect from time to time in particular with the requirements laid down in the general Data Protection Regulation (EU) 2106/679 (GDPR) and any legislation amending, supplementing or replacing GDPR in the future.

12.2.     Full details of what personal data we collect, how and when we collect, store and use it, the circumstances in which we may make it available to other organisations and how long we retain it for are contained in our Privacy Policy.  Our Privacy Policy is an important document as it contains detailed information about our policy and practices regarding the use of personal data as well as an explanation of the important rights that you have in relation to any personal data relating to you that we hold.  Our Privacy Policy can be found on our website at https://www.phebys.co.uk/wp-content/uploads/2018/05/Privacy-Policy-and-Cookie-Policy-Phebys-11.5.18.pdfor you can obtain a copy by telephoning us at 01480896267.

12.3.     Phone calls to and from Phebys Limited may be recorded.

 

13.         Copyright

13.1.     We retain copyright in all documents prepared by us but where documents are prepared for your use, we grant you an irrevocable royalty free licence to use those documents for the purpose for which they were prepared.

 

14.         Third Party Rights

14.1.     Unless it is expressly stated in these terms and conditions, these terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the terms and conditions.

 

15.         Outsourcing

15.1.     Sometimes we ask other third parties,  companies or people to do accounts and tax preparation work or typing on our files or other administrative tasks to ensure this is done promptly.  We will always seek a confidentiality agreement with these outsourced providers.  If you do not want your file to be outsourced, please tell us as soon as possible.

 

16.         External Assessment

16.1.     External firms or organisations may conduct audit or quality checks on our practice. These external firms or organisations will review some of our files as part of their processes but are required to maintain confidentiality in relation to any files they review and are not allowed to take copies of any papers or disclose the contents of any files. Please let us know immediately if you would object to your file being disclosed to assessors as part of this process.

 

17.         Termination of Instructions

17.1.     You may end your instructions to us in writing by giving us three months written notice at any time but we may keep all your papers and documents while there is still money owed to us for fees and expenses.

17.2.     We may decide to stop acting for you only with good reason for example if you do not pay an invoice or there is a breakdown in trust and confidence.  We will give you reasonable notice that we will stop acting for you and provide an explanation of our decision.  If you or we decide that we should stop acting for you, you will pay our fees and expenses up until that point.

 

18.         Applicable Law

18.1.     Any dispute or legal issue arising from our terms and conditions will be determined by the law of England and Wales and be subject to the exclusive jurisdiction of the English and Welsh courts.

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