Price & Company General Terms and Conditions

1 Services

  • 1.1 Price & Company provides a full range of business advisory services. Information about those services is provided in our brochure and on our website, www.price.co.uk. Please do not hesitate to contact your engagement partner should you wish to discuss any other of our services in more detail.

2 Professional obligations

  • 2.1 We will observe and act in accordance with the bye-laws and regulations of the Institute of Chartered Accountants in England and Wales together with their ethical code referred to above. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HM Revenue and Customs 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.
  • 2.2 We are bound by the code of ethics of our professional institute (ICAEW) and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. Details of these can be found at www.icaew.com/regulations. As a firm of registered auditors we are also bound by the Auditing Practices Board regulations which can be found at www.frc.org.uk/apb/scope/private.cfm. Details of our audit registration can be viewed at www.auditregister.org.uk under reference number C005367566, and the professional rules for audit work can be found at www.icaew.com/auditnews.
  • 2.3 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Amtrust Europe Limited, Allianz Global Corporate & Speciality SE, and Lloyds Syndicate 2003 (Axa XL) and Canopius (Syndicate 4444 and Syndicate 1861) of Lloyd’s of London, Lime Street, London ECM 7HA. The territorial coverage is worldwide excluding United States of America and Canada and in each case its territories and possessions and any state or political sub-division thereof.

3 Investment business services

  • 3.1 We are registered to carry on audit work and regulated for a range of investment business by the Institute of Chartered Accountants in England and Wales.
  • 3.2 Since we are not authorised by the Financial Services Authority then we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.
  • 3.3 Such advice may include:
    • (a) Advise you on investments generally, but not recommend a particular investment or type of investment;
    • (b) Refer you to a Permitted Third Party (PTP) (an independent firm authorised by the FSA), assist you and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000;
    • (c) Advise you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;
    • (d) Advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;
    • (e) Assist you in making arrangements for transactions in investments in certain circumstances; and
    • (f) manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.
  • 3.4 We may also, on the understanding that the shares or other securities of the company are not publicly traded:
    • (a) Advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations;
    • (b) arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
    • (c) arrange for the issue of new shares; and
    • (d) act as the addressee to receive confirmation of acceptance of offer documents etc.
  • 3.5 In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.
  • 3.6 We are not authorised by the Financial Services Authority. However, we are included on the Register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Services Authority website at
    http://www.fsa.gov.uk/Pages/register/index.shtml

4 Commissions or other benefits

  • In some circumstances, commissions or other benefits may become payable to us in respect of introductions to other professionals or transactions we arrange for you. In such cases you will be notified in writing of the amount and the terms of payment of any such commissions or benefits. Although you have the right to require us to remit the amounts of the commission or other benefits to you, and we may only deal with these amounts otherwise on your express written consent, you consent to such commissions or other benefits being retained by us.

5 Client monies

  • 5.1 We may, from time to time, hold money on your behalf. Such 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.
  • 5.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Lloyds TSB Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
  • 5.3 If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
  • 5.4 Please note that we are not authorised to hold client money in connection with our regulated investment business.

6 Fees

  • 6.1 Our fees are normally computed on the basis of time spent on your affairs by the partners and our staff, and on the levels of skill and responsibility involved.
  • 6.2 If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records are completed to the agreed stage and readily accessible.
  • 6.3 Our terms relating to payment of amounts invoiced, and not covered by standing order, are that payment is due within 30 days of the invoice date unless alternative credit arrangements have been made.
  • 6.4 We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to agreed credit terms. Such interest will be charged at the rate applicable under the legislation. We will also charge the same rate of interest to all non commercial debts if we are not paid according to agreed credit terms.
  • 6.5 In the event that this firm ceases to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

7 Retention of and access to records

  • 7.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following completion of our work. You should retain your records in line with HMRC and other legal requirements.
  • 7.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than six years old. If you require retention of any document you must notify us of that fact in writing.

8 Conflict of interest and independence

  • 8.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to the paragraph below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you.
  • 8.2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the Code of Ethics of the Institute of Chartered Accountants in England and Wales which can be viewed as Section 3 of http://www.icaew.com/index.cfm/route/143703/icaew_ga/en/Members/Support/Professional_conduct/Members_Handbook/Members_Handbook

9 Confidentiality

  • 9.1 We confirm that where you give us confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.

10 Quality control

  • 10.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.
  • 10.2 We reserve the right to use subcontractors where we consider it appropriate to do so. Such sub-contractors are bound by the same quality control standards and confidentiality.

11 Help us to give you the right service

  • 11.1 If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by contacting the Managing Partner, Mr Mike Neilan, on 01323 639661.
  • 11.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with the Institute of Chartered Accountants in England and Wales.
  • 11.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters. We therefore reserve the right to cancel any engagement between us with immediate effect in the event of:-
    • (a) your insolvency, bankruptcy or other arrangement being reached with creditors;
    • (b) failure to pay our fees by the due dates; or
    • (c) either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

12 Applicable law

  • 12.1 Our engagements are governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letters and any matter arising from it. Each party irrevocably waives any right it may have 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.
  • 12.2 If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

13 Internet communication

  • 13.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
  • 13.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.

14 Data Protection – Data controller

  • 14.1 To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its officers and employees / customers and suppliers, and shareholders ‘personal data’
  • 14.2 We confirm that we are each considered an independent data controller in relation to personal data, and that we will each comply with the relevant provisions of applicable data protection legislation.
  • 14.3 You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone you must produce to us an original or certified copy of the power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice at www.price.co.uk for this purpose.
  • 14.4 We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where this relates to you. You and we will consult and cooperate with each other when responding to any such request, complaint or notice. If an individual whose data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data we shall be entitled to do so where required to by law.
  • 14.5 In the course of providing services to you, we may disclose personal data to other firms in our network, a regulatory body, a third party or a buyer of our business. We may export personal data you supply to us outside the EU/EEA/UK if necessary. We will ensure all such data disclosure/export is compliant with relevant data protection legislation. You consent to such data export. Where cloud based services are to be used you may be subject to our cloud services terms and conditions and the cloud storage may be outside the EU/EEA/UK.
  • 14.6 We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.
  • 14.7 We will answer your reasonable enquiries to enable you to monitor compliance with this clause. If you need to contact us about any data protection issue call Nathan Coker on 01323 639661.

15 Data Protection – Data processor

  • 15.1 Applicable data protection legislation places express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf, such as for payroll, preparing VAT returns, bookkeeping and keeping company secretarial information. We therefore confirm that we will at all times use our reasonable endeavours to comply with the requirements of applicable data protection legislation when processing data on your behalf. In particular we confirm that we will aim to comply with any obligations equivalent to those placed on you as a data controller in the EU/EEA/UK. You will also comply with applicable data protection legislation, including but not restricted to, ensuring that you have all appropriate consents and notices or another legal basis in place to enable the lawful transfer of personal data to us. You will fully indemnify and hold us harmless if you do not have a lawful basis and that causes us loss.
  • 15.2 The paragraphs above headed “Data processor – additional information” under the relevant section headings form part of our engagement and set out the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data and the categories of data subjects.
  • 15.3 As the data processor we shall;
    • (a) process personal data only on written instruction from you;
    • (b) Restrict data access to authorised personnel only, who are bound by confidentiality;
    • (c) Disclose the personal data to courts, government agencies and other third parties as and to the extent required by law;
    • (d) Maintain a written record of all categories of personal data processing carried out on your behalf, including details of transfers of personal data outside of the EU/EEA/UK and a general description of the technical and organisational security measures in place in relation to personal data;
    • (e) Delete or return all personal data to you at the completion of our engagement requiring personal data processing, subject to legal requirements to retain data;
  • 15.4 In the course of providing services to you and processing personal data, we may disclose personal data to other firms in our network, a regulatory body or a third party. We may use a sub-processor and/or export personal data you supply to us outside the EU/EEA/UK if necessary (subject to your prior written consent, which will not be unreasonably withheld). We will ensure all such data disclosure/export is compliant with relevant data protection legislation and will use our reasonable endeavours to ensure that any agreement entered into with sub-processors includes similar terms to those set out in this clause. Where cloud-based services are to be used you may be subject to our cloud services terms and conditions.
  • 15.5 We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.
  • 15.6 We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where it relates to you. You and we will consult and cooperate with each other when responding to any such request, complaint or notice. If an individual whose data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data, we shall be entitled to do so where required by law.
  • 15.7 We will answer your reasonable enquiries to enable you to monitor compliance with this clause. We will also allow for, and contribute to, audits or inspections conducted by the ICO or their auditor to demonstrate compliance with this clause.

16 Contracts (Rights of Third Parties) Act 1999

  • 16.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
  • 16.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

17 Money laundering

  • 17.1 In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to maintain identification procedures for all new clients, maintain records of identification evidence obtained, and report in accordance with the relevant legislation and regulations.
  • 17.2 We have a duty under Section 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
  • 17.3 The offence of money laundering is defined by Section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.
  • 17.4 This definition is very wide and would include such crimes as:
      • (a) deliberate tax evasion;
      • (b) deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
      • (c) fraudulent claiming of benefits or grants; or
      • (d) obtaining a contract through bribery.

    Clearly this list is by no means exhaustive.

  • 17.5 We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.
  • 17.6 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the ICAEW.

18 Limitation of liability

  • 18.1 We will provide our professional services with reasonable care and skill. However we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information or your or others failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
  • 18.2 You will not hold us, our principals and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.
  • 18.3 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
  • 18.4 This firm’s aggregate liability, whether to yourselves or to any other party, of whatever nature, whether in contract, tort or otherwise, for any losses whatsoever and howsoever caused, arising from, or in any way connected with any engagement shall not exceed £50,000 (including interest) or 15 times the fee, whichever is greatest. This limitation shall not apply to any audit reporting services, where under the professional guidelines of our institute, and in law, no limitation of liability may exist, but shall apply in full to all other aspects.
  • 18.5 We acknowledge that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its principals or employees.