The following standard terms of business apply to all engagements accepted by 3 Wise Bears Ltd, trading as “3 Wise Bears”, “3 Wise Bears Accounting” and other names from time to time.
All work is carried out under these terms of business except where changes are expressly agreed in writing.
These terms should be read in conjunction with any specific terms detailing our professional services, and together they form the “Terms of Engagement” between us.
1. Applicable law
Our engagement and our standard terms and conditions of business are governed by, and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Terms of Engagement and any matter arising from it on any basis. 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.
2. 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. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. We may also carry out electronic anti-money laundering searches to assist our processes.
We are committed to providing you with a high quality service that is both efficient and effective. However, should you find that there is cause for complaint in relation to any aspect of our service, please contact your personal accountant. Where you are not satisfied with the outcome, please contact the Managing Director of 3 Wise Bears Ltd, Gurpreet Sandhu. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to our professional body, the Institute of Chartered Accountants in England and Wales.
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 we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
We do not store credit card details nor do we share customer details with any 3rd parties.
6. Conflicts of interest
We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above.
7. Data protection
We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you. In order to carry out the services under the Terms of Engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.
8. Online Accounting Software
Where your package includes online accounting software, to clarify, we are “distributing, making available and procuring” a third party software to you. We are not a software company, nor have we built, designed or engineered the software or have any responsibility for its functionality.
In the interests of clarity, online accounting software may be FreeAgent, Xero or any other deemed to be suitable from time to time.
The online accounting software companies (such as FreeAgent and Xero) will typically provide us with an “accountant’s login or dashboard”, which enables us to support your use of the software and enable us to provide accounting and tax services to you.
You are responsible for keeping your software account up to date monthly with all business transactions.
In no circumstances, with respect to you using the software, shall 3 Wise Bears Ltd nor its partners be liable for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by you that is: (i) of an indirect, special or consequential nature; or (ii) any loss of profits, revenue, business opportunity or goodwill. 3 Wise Bears also excludes all other liability and responsibility for any amount or kind of loss or damage arising in connection with the software.
Automated bank feeds:
You may elect entirely at your own discretion and choosing to use automated bank feeds within a particular online accounting software. Depending on the bank and the online accounting software, bank feeds will be either automated directly via your bank’s data services or via a third party service provider such as Yodlee (www.yodlee.com). You are under no obligation to use automated bank feeds and can manually upload transactions instead. 3 Wise Bears and its software partners exclude all liability and responsibility for any amount or kind of loss or damage arising in connection with using automated bank feeds.
9. Intermediaries Legislation (IR35 status)
The intermediaries legislation (IR35) was introduced in April 2000 by the government and the aim is to eliminate the avoidance of tax and National Insurance Contributions (NICs) through the use of intermediaries, such as Personal Service Companies, in circumstances where an individual worker would otherwise for tax and NICs purposes be regarded to be an employee or in employment of their client – this is known as being “inside IR35”.
Essentially the legislation is designed to stop an individual trading and providing services through their personal service company (i.e. their own limited company) when in fact they are working and acting as an employee of their client. Doing this allows the individual to make significant tax and NICs savings.
Unless we are told otherwise, we will assume your status is outside IR35 and all of your contracts and actual working practices are outside the Intermediaries legislation (IR35).
HMRC may investigate your status and could request to review your contract and also your actual working practices to determine if you are inside or outside IR35. Where HMRC can successfully show that you are inside IR35, you alone are liable for any and all further taxes, penalties, interest and other payments they calculate are payable. You alone are also responsible for any and all professional fees in defending yourself against HMRC.
Where you require an IR35 contract review or assessment, we will refer you to independent IR35 reviewers (such as Qdos), who will separately engage with you to carry out the review. You should note that the independent IR35 reviewers simply give you their opinion on your contract – they do not guarantee any success you may have if HMRC challenge your contract or working practices. We are not responsible for your contract review or assessment in any way whatsoever or deciding whether you are inside or outside IR35.
If you are determined to be inside IR35 you are responsible for informing us. There may be additional charges involved in us performing extra calculations.
The above is not a full explanation of the IR35 legislation and if you have any questions or do not understand your status, please ask and we can refer you to an IR35 specialist.
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of six months or more we may issue to your last known address a disengagement letter and hence cease to act.
11. Electronic and other communication
Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by 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 being 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 communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to 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 system is deemed to arrive at your postal address two working days after the day that the document was sent.
12. Fees and payment terms
Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.
If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of recent events. If it becomes apparent to us, due to unforeseen circumstances that a fee quote is inadequate, we resolve the right to notify you of a revised figure or range and to seek your agreement thereto.
Where fees are paid monthly, we cannot commence any services whatsoever until first payment has been made.
Please note where you pay us a monthly fixed fee for a “package” of services, this is based on an estimation by us of annual costs pro-rated into 12 monthly payments. If you join these services part-way through your financial/tax year, we reserve the right to charge you “catch-up” fees for annual services usually performed after we have received 12 full monthly payments. If required, we will discuss the catch-up fee with you before completing any annual tasks and give you our fee quote for the work that requires completion. Annual services include but are not limited to: Annual Accounts, Corporation Tax Returns and Self-Assessment Personal Tax Returns.
Unless they are included in your “Specific terms”, meetings at our offices start from £125 + VAT per hour.
Our fixed fees are always based on reasonable expectations of time and cost required on an annual basis. We keep our administration costs to a minimum due to efficient planning, reduced credit control costs due to our payment arrangements, and working with clients who are respectful of our time. Sometimes, however, administration costs are increased when certain circumstances occur, in which case we reserve the right to charge an additional administration cost as below:
- Unpaid direct debit: £25 + VAT
- Insufficient postage of received items: £25 + VAT
- Non-attendance/Cancellation of arranged meetings:
- Cancelled more than six working days in advance of meeting: No charges/full refund.
- Cancelled more than 72 hours in advance of the meeting but less than six working days: 50% of charges to apply.
- Cancelled less than 72 hours working days in advance: Full charges will apply.
Other important terms about fees
Should you terminate our agreement at any point during the year, there will be no refund of any monthly fees already paid and no further services will be provided by us (unless stated in the specific terms of your chosen package).
Should we not receive any annual or monthly fees, we reserve the right to cease all services including freezing access to online accounting software.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
We reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rates 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 to do so.
If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.
If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
14. Intellectual property rights
We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
If any provision of our “Terms of Engagement” (comprising the specific terms and the standard terms of business) is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.
In the event of any conflict between these terms of business and the specific terms to your engagement, the relevant provision in the specific terms will take precedence.
16. Internal disputes within a client
If 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 and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the normal place of business for the attention of the directors. If conflicting advice, information or instructions are received from different directors in the business we will refer the matter back to the board of directors and take no further action until the board has agreed the action to be taken.
17. Investment advice (including insurance mediation services)
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 insurances, we may have to refer you to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body, as we are not.
Insofar as we are permitted to so by law 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 are paid in full.
19. Limitation of Liability
We will provide our services with reasonable care and skill. We will provide these services for your benefit only. Our liability to you is limited to losses, damages, costs and expenses caused by negligence or wilful default.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by 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 caused by a failure to act on our advice or a failure to provide us with relevant information.
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under these Terms of Engagement if the delay or failure is caused by circumstances outside our reasonable control.
Exclusion of liability relating to the discovery of fraud etc.
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. 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 beyond that which it would have been reasonable for us to have carried out in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of 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 that we spend in defending it.
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.
Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission.
20. Limitation of third party rights
The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the Terms of Engagement that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the Terms of Engagement is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.
21. Client money
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 the firm’s 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.
To avoid excessive administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £25.00. Subject to any tax legislation, interest will be paid gross.
We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.
Fees paid by you in advance for professional work to be performed and clearly identified as such shall not be regarded as client monies.
22. Commissions or other benefits
In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we help to arrange for you.
Specifically, we may receive commissions or benefits from banks for account openings or loan arrangements. Where we assist with account openings we may receive a one-off payment of between £35 and £150. Where we help to arrange a commercial loan, we may receive a percentage of the arrangement fee, typically between 30-50%.
Where we introduce you to third party providers or brokers of financial services, mortgages, insurance, pensions, legal or other professional advisors, they may give us an introducer’s commission of between 0% and 50% of the total fee they earn.
The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits. You hereby agree that we can retain all such commissions or other benefits without our being liable to account to you for any such amounts.
Regulated FSA providers will separately disclose to you all earnings and commissions due to them from work they perform for you.
23. Referral fees we pay
In some circumstances we may pay commissions, benefits, and referral fees to organisations or individuals for introducing you to us. Such amounts may be up to 25% of our fees. You hereby agree that you have no claim over any such amounts paid.
24. Registered Office
At entirely our discretion, you may use our office as your company’s registered office address for Companies House or HMRC purposes only. This is no way whatsoever to be used as a “place of business” address. You agree that our address is not your business address and contains none of your assets or possessions whatsoever.
You must keep us and HMRC informed of your actual principal place of business.
Where communication is received from HMRC or Companies House in relation to the services we offer you, we will action and correspond to you where applicable.
We will only forward Companies House and HMRC mail. For the avoidance of doubt, you must not use this address for bank, legal, general business or bills and mailing address purposes.
Where we forward mail to you, we deem it have arrived at your postal address after two working days.
We will ensure our best effort to ensure an efficient and reliable service. We will not liable for any immediate or consequential loss whatsoever.
25. Period of engagement and termination
Unless otherwise agreed in the Terms of Engagement, 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 our agreement by giving not less than 21 days’ notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
In the event of termination of our contract, we will endeavour to agree with you 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.
Should you terminate our agreement at any point during the year, there will be no refund of any monthly fees already paid and no further services will be provided by us (unless stated in the specific terms of your chosen package).
26. Professional rules and statutory obligations
We will observe and act in accordance with the bye-laws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by 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. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/regulations.
27. Quality control
As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our principal and staff.
28. Reliance on advice
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.
29. Retention of papers
You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships:
- with trading or rental income: five years and ten months after the end of the tax year;
- otherwise: 22 months after the end of the tax year;
Companies and Limited liability Partnerships:
- six years from the end of the accounting period;
Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than 7 years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.
30. The Provision of Services Regulations 2009
Our professional indemnity insurer is Hiscox Insurance Company Limited, of 1 Great St. Helens, London, EC3 6HX. 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.