Contents
- Interpretation
- Client take-on
- Services
- Fees
- Your obligations
- Sub-contractors, software and third-party rights
- Confidentiality, documents and ownership
- Termination and suspension
- Limitation of liability
- Data protection
- Complaints
- Disputes
- Client funds
- Other matters
1. Interpretation
The following words have these meanings wherever they're used with a capital letter in this Agreement:
Addressee(s) means: you and any other person to whom we have agreed to accept a duty of care and on whose behalf, you sign the Engagement Letter.
Agreement means: the Engagement Letter, these Terms and Conditions, and any Service Specific Terms referenced in the Engagement Letter.
Data Protection Legislation means: all applicable UK law relating to the processing of personal data and privacy, including the UK General Data Protection Regulation, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, each as amended, re-enacted or replaced from time to time. Terms such as Data Controller, Data Processor, Data Subject, Personal Data, Personal Data Breach, Process and Processing have the meanings given to them in Data Protection Legislation.
Information means: information we receive or access in connection with our relationship with you, including Personal Data and the contents of our working papers and files.
Services means: the services described in the Engagement Letter.
Service Specific Terms means: additional terms identified as such in the Engagement Letter or an appendix to it, relating to a particular type of engagement (for example, our Maritime services).
We / us / our means: Higginson James Limited, a company registered in England and Wales under company number 09776382, whose registered office is at Belvedere, Debden Road, Newport, Saffron Walden, Essex, CB11 3RU. We are a firm of Chartered Certified Accountants, registered with the Association of Chartered Certified Accountants (ACCA) under registration number 2000005742, and are also registered with the Association of Accounting Technicians (AAT). We are licensed by ACCA to carry on a limited range of investment business activities that are incidental to our accountancy work and are included on the register maintained by the Financial Conduct Authority (FCA) for that purpose; we are not otherwise directly authorised by the FCA (see clause 3.11).
You / your means: the party or parties to this Agreement other than us, as identified in the Engagement Letter.
Words in the singular include the plural and vice versa. Any words following "including", "include", "in particular", "for example" or similar words are illustrative and do not limit the words preceding them. References to legislation include that legislation as amended, re-enacted or replaced from time to time.
2. Client take-on
2.1 Relationship checking
We carry out relationship checks as part of taking on a new client, and periodically afterwards. You shall tell us promptly about any change to your ownership, structure or key personnel that occurs during the course of this Agreement. If we become aware of a conflict, or potential conflict, between your interests and those of another client (including as a result of a change to your ownership), we reserve the right to terminate the Services or this Agreement.
2.2 Client due diligence (CDD)
We are subject to the UK's anti-money laundering legislation and must identify and verify our clients and, where relevant, the individuals who own or control them, both when we take you on and periodically thereafter. We may ask you to complete a CDD questionnaire, which you must return as soon as possible, in full and to the best of your nominated contact's knowledge. If we are unable to complete our CDD at any point, we are required by law to decline to act, or to cease acting, and this Agreement will end. More detail on how we handle your information is in our Privacy Notice at www.higginsonjames.com/privacy.
2.3 Multiple clients
Where this Agreement is with more than one Addressee, each Addressee authorises us to share Information provided by any of them with the others. Unless we agree otherwise in writing, each Addressee is jointly and severally liable for our fees, expenses and VAT. If a conflict of interest arises between Addressees during an engagement, we may need to stop acting for one or more of you; we will not be liable for any losses arising from doing so.
3. Services
3.1 Duty
We will carry out the Services with reasonable skill and care.
3.2 Scope, purpose and order of precedence
The scope of our work is set out in the Engagement Letter, which you confirm is sufficient for your purposes. Our work is prepared only for the agreed purpose and begins once you have accepted the Engagement Letter; we accept no responsibility for anything before that date. Any change to scope must be agreed in writing and may involve additional fees. Some engagements (for example, Maritime work) are also subject to Service Specific Terms. If there is a conflict between the Engagement Letter, any Service Specific Terms and these Terms and Conditions, they apply in that order: (a) the Engagement Letter; (b) the Service Specific Terms; then (c) these Terms and Conditions.
3.3 No transfer of decision-making responsibility
You remain solely responsible for deciding whether to act on our work, for evaluating whether it meets your needs, and for the management of your own affairs. We do not make business decisions on your behalf.
3.4 Liability to Addressees only
We accept no duty of care, and assume no responsibility, to anyone other than the Addressees. Anyone who signs the Engagement Letter warrants that they are authorised to do so on behalf of any other Addressee named in it, and that those other Addressees are bound by this Agreement. Any third party who chooses to rely on our work does so entirely at their own risk.
3.5 Drafts and updating work
Please do not rely on anything we give you in draft. If we show you a deliverable in draft, tell us about anything you want clarified before it is finalised. Once we have provided a final version signed, or stated by us to be final, we have no ongoing obligation to update it, unless we have agreed otherwise in writing.
3.6 Legal documents
If we comment on the commercial aspects of a legal document prepared by your lawyers, we are not drafting or settling that document, which remains the lawyers' responsibility. We accept no liability for any defect in such a document arising from its drafting or preparation.
3.7 Non-verification and fraud
Unless we agree otherwise in writing: (a) we are not obliged to verify Information you give us, or the reasonableness of any assumptions or forecasts within it; (b) our work is not equivalent to a statutory audit; and (c) our work is not designed to detect fraud or dishonesty, although we will raise any concerns that come to our attention in the ordinary course of our work.
3.8 Whistleblowing
We are required by law and by our professional body to report certain matters to external authorities and accept no liability to you for doing so. We do not agree to receive reports of suspected wrongdoing on your behalf unless we have expressly agreed to in writing.
3.9 Financial crime prevention
We are within the regulated sector for the purposes of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and maintain procedures to prevent money laundering and terrorist financing. We maintain a zero-tolerance approach to bribery (Bribery Act 2010) and the facilitation of tax evasion (Criminal Finances Act 2017) and expect the same from anyone working with us.
3.10 Sanctions
We will not knowingly provide Services to, or for the benefit of, any person or entity that is the target of UK, EU or US financial or trade sanctions, and we reserve the right to decline or stop acting where continuing would put us in breach of any sanctions regime.
3.11 Regulation of investment business
We are not directly authorised by the Financial Conduct Authority (FCA). However, we are licensed and regulated by the Association of Chartered Certified Accountants (ACCA), a body designated by the FCA under Part XX of the Financial Services and Markets Act 2000, to carry on a limited range of investment business activities that are incidental to our accountancy, tax and advisory work. Because of this, we are included on the register maintained by the FCA at www.fca.org.uk/register; details of the specific activities we are licensed for are available from us on request. This part of our business, including how complaints and redress are handled, is regulated by ACCA rather than the FCA directly (see clause 11). If your circumstances call for advice or a service that falls outside this limited scope, we will tell you and, where we can, refer you to someone who is directly authorised to provide it.
4. Fees
4.1 Estimates
Unless we have agreed a fixed fee, any estimate we give is not binding on the final cost, because it is not always possible to predict how much work an engagement will need. An estimate reflects our best view at the time we give it.
4.2 Fixed fees and changes in scope
Where we agree a fixed fee, it is based on the scope set out in the Engagement Letter. If that scope changes, or the information or assumptions it was based on turn out to be materially different, we will let you know before doing any extra work and may need to revise the fee.
5. Your obligations
5.1 Information
You will give us complete, accurate and up-to-date Information so that we can provide the Services and tell us promptly about anything else that might be relevant. You confirm you are entitled to give us that Information (including under Data Protection Legislation) and that doing so does not infringe anyone else's rights. Information you have given us, or another adviser, in a different context will not automatically be considered for this engagement unless you draw it to our attention.
5.2 Our people
During the engagement, and for 12 months after it ends, you will not offer employment to, or engage, anyone who has worked on your Services for us, without our written consent (which we won't unreasonably withhold and may make conditional on reasonable compensation to us). This does not apply if someone responds to a public recruitment advert unconnected to any introduction by us.
6. Sub-contractors, software and third-party rights
6.1 Sub-contractors
We may use sub-contractors or other professionals to help deliver the Services. We remain solely responsible to you for the Services, including anything provided through a sub-contractor, and you agree not to bring a claim against anyone other than us in connection with this Agreement.
6.2 Software and online tools
We may use third-party software or online tools (for example, cloud accounting or document-sharing platforms) to deliver the Services, and you may be given access to them. We make no warranty about, and accept no liability for, the performance of any such tool, including any disruption to the Services caused by it. Where a provider requires you to accept its own terms to use a tool, please make sure you're happy with those before doing so. You must not misuse any such tool, for example, by trying to access data you're not authorised to see, interfere with it, or share your login details with anyone else.
6.3 Third party rights
The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement, so nobody who is not a party to it can enforce any of its terms, except that a sub-contractor covered by clause 6.1 may rely on the protection given to them there.
7. Confidentiality, documents and ownership
7.1 Your confidentiality obligations
You will not disclose our work to anyone else without our prior written consent, unless required by law or a regulator. If you are required to disclose it, please tell us as soon as you reasonably can, and take reasonable steps to make clear that we accept no responsibility to anyone who relies on our work without our agreement.
7.2 Our confidentiality obligations
We will keep Information we receive or create in connection with the Services confidential, and will not disclose it to anyone else, or use it for any purpose unconnected with providing the Services and running our practice, without your consent. This does not apply to information that: (a) is already public other than through our breach of this Agreement; (b) we already lawfully knew; (c) we lawfully receive from someone else who is free to share it; (d) we need to share with our own professional advisers, auditors or insurers; or (e) we are required to disclose by law or a regulator.
7.3 Disclosure to HMRC
Where we prepare a tax return that includes an estimate or valuation, it is our policy to disclose the basis for it to HMRC. It remains your legal responsibility to make sure everything in any return, declaration or disclosure to HMRC is correct and complete to the best of your knowledge.
7.4 Publicity
We may mention, in general terms, that you are or were a client and the type of work we did for you. We will not disclose anything confidential in doing so, and will always ask first if you'd rather we didn't.
7.5 Information sharing
We may share Information with sub-contractors, our professional indemnity insurers, or third parties we use to verify identity as part of our CDD checks, on a confidential basis. Further detail on how we collect, use, share and protect your Information, including our ICO registration (ZC029724), is set out in our Privacy Notice at www.higginsonjames.com/privacy, which forms part of this Agreement.
7.6 Our files
We may keep copies of Information, documents and material we prepare or receive for as long as reasonably necessary and dispose of them securely afterwards. You remain responsible for keeping your own records, we recommend you don't rely on us as your only record-keeper.
7.7 Ownership of documents
Reports and other deliverables we send you in their final form belong to you. Everything else we create or receive in connection with the Services, working papers, correspondence, internal notes - belongs to us.
7.8 Intellectual property
Anything that already existed before the engagement, or that we didn't prepare specifically for you, stays owned by whoever owned it before. Everything else we create while providing the Services is our intellectual property; once you've paid our fees, you have a non-exclusive, non-transferable licence to use it for the purpose it was prepared for. Please don't use our name or logo without asking us first.
7.9 Use of technology
We may use software tools, including those with artificial intelligence or machine-learning features, to help us deliver the Services more efficiently, for example, to draft, summarise or check work. We remain responsible for the final output and for exercising our own professional judgement over anything such a tool produces. We will not put your Information into a public or open AI tool that uses it to train models available to others.
8. Termination and suspension
8.1 Cancellation right for consumers
If you are a consumer, you can cancel this Agreement within 14 days of receiving it, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Cancellation notice must be clear and in writing. If you asked us to start work during that 14-day period and then cancel, you will owe us for the reasonable work we've already done.
8.2 Notice
Subject to clause 8.1, either of us may end this Agreement on 30 days' written notice. Unless expressly a different agreement set out in our Engagement Letter with you.
8.3 Immediate termination
Either of us may end this Agreement immediately by written notice if the other: (a) materially breaches it and, where the breach can be put right, fails to do so within 30 days of being told about it; (b) repeatedly breaches it; or (c) becomes insolvent or unable to pay its debts. We may also end this Agreement immediately if continuing would mean breaking the law, a professional or regulatory rule, or create a conflict of interest we can't manage.
8.4 Non-payment or misleading information
We may end this Agreement, or suspend the Services, immediately if you don't pay an undisputed invoice on time, or if we reasonably believe you've given us or HMRC misleading information.
8.5 What happens on termination or suspension
Once this Agreement ends, or while the Services are suspended, we owe you no further duty to do the things we'd otherwise have been obliged to do. We remain entitled to be paid for the reasonable fees and expenses we've incurred up to that point, plus interest on anything paid late.
9. Limitation of liability
9.1 Our liability
Our total liability to the Addressees for all claims arising out of or connected with this Agreement or the Services, whether in contract, negligence or otherwise, is capped at £1,000,000 in aggregate, which we both agree is fair and reasonable. If there is more than one Addressee, it is up to you to agree between yourselves how that cap is shared; we don't need to be told how, and none of you can dispute the cap on the basis that no such agreement was reached. Nothing in this clause limits liability for fraud, for death or personal injury caused by negligence, or for anything else that can't lawfully be limited or excluded.
9.2 Types of loss
We will not be liable for loss of profit, loss of revenue or business opportunity, loss or corruption of data, anticipated savings, damage to goodwill, wasted management time, or any indirect or consequential loss, even if we knew it was possible.
9.3 Contribution from others
If we're liable for a loss that you or a third party also contributed to, our liability will be reduced to reflect only the share of the loss that's fairly attributable to us.
9.4 Time limit for claims
Any claim relating to this Agreement or the Services must be brought within 2 years of the date you became aware, or ought reasonably to have become aware, of the facts giving rise to it, and in any event within 4 years of the act or omission concerned. This does not affect your statutory rights if you are a consumer.
10. Data protection
10.1 Processing
We will process Information for the purposes of providing the Services, running our practice, keeping proper records, and complying with our legal and regulatory obligations, as described in more detail in our Privacy Notice.
10.2 Data security
We have appropriate technical and organisational measures in place to protect your Information, though no system is completely risk-free. If a personal data breach affects Information, you've given us, we will tell you without undue delay, and in any event within 72 hours of becoming aware of it and help you deal with it where it's our responsibility.
10.3 Data subject rights
If you need to respond to someone exercising their rights under Data Protection Legislation (for example, a subject access request), we will give you reasonable help to do so. If we're contacted directly by someone wanting to exercise those rights in connection with your Information, we will let you know promptly.
10.4 Acting as a processor
Where we act as a data processor on your behalf, we will only process your Information in line with your written instructions and will tell you if we think an instruction would breach Data Protection Legislation.
10.5 Our Privacy Notice
Full detail of how we collect, use, share, retain and protect Information, including your rights and how to exercise them, is in our Privacy Notice at www.higginsonjames.com/privacy. We are registered with the Information Commissioner's Office under registration number ZC029724.
11. Complaints
11.1 Complaints
If you're ever unhappy with our service, please tell us, email info@higginsonjames.com and we will look into it carefully and promptly. If we haven't managed to put things right to your satisfaction, you can refer your complaint to our regulatory body, the Association of Chartered Certified Accountants (ACCA), The Adelphi, 1-11 John Adam Street, London WC2N 6AU (www.accaglobal.com). This includes complaints about the limited investment business activities we carry out under our ACCA licence referred to in clause 3.11.
11.2 Respectful behaviour
We're committed to treating our clients, and expect to be treated, with courtesy and respect. If a concern arises about how someone has behaved, we'd ask that it's raised with us directly in the first instance so we can try to resolve it.
12. Disputes
12.1 Mediation first
If a dispute arises under this Agreement, we will both try to resolve it through discussion between senior people on each side, and consider mediation, before starting legal proceedings.
12.2 Costs of evidential requests
If we're asked to provide evidence, documents or information in connection with a dispute, regulatory investigation or legal proceedings that we're not a party to, you agree to cover our reasonable costs of doing so.
12.3 Applicable law
This Agreement is governed by the law of England and Wales.
12.4 Jurisdiction
Any dispute arising from this Agreement or the Services is subject to the exclusive jurisdiction of the courts of England and Wales.
12.5 Professional indemnity insurance
We hold professional indemnity insurance in accordance with ACCA's requirements. Details of our insurer are available on request.
13. Client funds
13.1 We don't hold client money as standard
We do not, in the ordinary course of providing our Services, hold money on your behalf. If a particular engagement requires us to hold client money, this will be recorded in the Engagement Letter, and we will hold and manage it in accordance with ACCA's client money rules, including keeping it in a separate client account and returning it to you promptly once there is no longer a reason to hold it.
14. Other matters
14.1 Email
We may use email to communicate with you. While we take reasonable precautions, we can't guarantee that email is completely secure, and accept no liability for delay, interception or corruption of anything sent by email that isn't caused by our negligence.
14.2 Access
You will give us reasonable access to the people, information, premises, systems and software we need to provide the Services (for example, access to your bookkeeping software).
14.3 Notices
Anything that needs to be formally given under this Agreement can be delivered by hand, first-class post or email, and is treated as received: on the day, if delivered by hand; two days after posting, if sent by post; or when sent, if sent by email.
14.4 Expenses
We may charge separately for expenses we incur on your behalf (for example, Companies House or HMRC filing fees, or travel (including appropriate subsistence)), in addition to our fees.
14.5 Payment terms
Our invoices are payable on presentation, unless the Engagement Letter says otherwise. We may charge interest on anything unpaid after 30 days, at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998.
14.6 Freedom to act
We may act for other clients, including your competitors, whose interests might conflict with yours. Where that happens, we will put safeguards in place, such as using separate teams and keeping information appropriately separated, to protect your confidentiality and our objectivity.
14.7 Force majeure
Neither of us is responsible for failing to meet our obligations (other than payment obligations) because of something reasonably beyond our control, such as a pandemic or sanctions restrictions. If this continues for more than 60 days, either of us can end this Agreement immediately on written notice.
14.8 No assignment
Neither of us can transfer our rights or obligations under this Agreement to someone else without the other's written consent, except that we may transfer this Agreement to a successor to our business.
14.9 Entire agreement
This Agreement is the entire agreement between us about the Services, and replaces anything discussed or agreed before it. If there's a conflict between the Engagement Letter and these Terms and Conditions, the Engagement Letter takes priority (subject to clause 3.2).
14.10 Acceptance and counterparts
You accept this Agreement by signing the Engagement Letter (including electronically), or by asking us to start work, whichever happens first. It may be signed in separate counterparts, which together make up one agreement.
14.11 Changes to these Terms and Conditions
We may update these Terms and Conditions from time to time; the current version is always available at www.higginsonjames.com/terms. We will tell you if we make a material change that affects an engagement already in progress.