THE “NOT-SO-SMALL” PRINT

KNOWLES WARWICK STANDARD TERMS OF BUSINESS

Together with our service level agreement and letter of engagement (“schedule of professional services”), our standard terms of business apply to all engagements accepted by Knowles Warwick. All work is carried out under these terms, except where expressly agreed in writing. These terms were updated on (and take effect from) 25 May 2018.

1. Applicable law
1.1 Our letter of engagement and terms 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 engagement letter 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.
1.2 We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law (or the interpretation thereof) occurring after the date on which the advice is given.

2. Client identification
2.1 We are required to identify our clients for the purposes of 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. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

3. Client money
3.1 We may, from time to time, hold money on your behalf. The money will be held in trust in a client bank account, which is segregated from 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 (ICAEW).
3.2 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. Any such interest would be calculated using the prevailing rate applied by HSBC for small deposits subject to a minimum period of notice for withdrawals. If the total sum of money held on your behalf exceeds £10,000 for a period of thirty days, or such sum is likely to be held for thirty days, then the money will be placed in an interest-bearing client bank account. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
3.3 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.

4. Commissions or other benefits
4.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. You agree that we, or our associates, can retain the commission or other benefits without being liable to account to you for any such amounts.

5. Communications
5.1 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.
5.2 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.
5.3 Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.

6. Confidentiality
6.1 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.
6.2 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.
6.3 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.

7. Conflicts of interest
7.1 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.
7.2 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.

8. Data protection
8.1 In this section, the following definitions shall apply:

“Client personal data” means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you.
“Data protection legislation” means all applicable privacy and data protection legislation and regulations including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), the General Data Protection Regulation ((EU) 2016/679), and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time.
“Controller”, “data subject”, “personal data”, and “process” shall have the meanings given to them in the data protection legislation.

8.2 Except where we are providing services directly to an individual, we shall each be considered an independent data controller in relation to client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of client personal data.
8.3 Except where we are providing services directly to an individual, you shall only disclose client personal data to us where you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice, included at the end of this document), you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent, and you have complied with the necessary requirements under the data protection legislation to enable you to do so.
8.4 If you require any further details regarding our treatment of personal data, contact our data protection officer.
8.5 We shall only process client personal data in order to: provide our services to you and perform any other obligations in accordance with our engagement with you; in order to comply with our legal or regulatory obligations; and where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (included at the end of this document) contains further details as to how we may process client personal data.
8.6 For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (“EEA”). We will only disclose client personal data to a third party, including a third party outside of the EEA, provided that the transfer is undertaken in compliance with the data protection legislation.
8.7 We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of client personal data and against accidental loss or destruction of, or damage to, client personal data.
8.8 In respect of client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

a. We receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data.
b. We are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of client personal data from a supervisory authority as defined in the data protection legislation (for example, the Information Commissioner’s Officer in the UK).
c. We reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, client personal data.

8.9 Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.

9. Disengagement
9.1 Should we resign or be requested to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
9.2 Unless we have been engaged to provide audit services, if we have no contact with you for a period of twelve months or more we may issue to your last known address a disengagement letter and hence cease to act.

10. Fees
10.1 Our fees 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. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees. Our fees for any work carried out on your affairs that is not included in a fixed fee agreement will be billed at appropriate intervals and will be due on presentation.
10.2 Clients are required to pay fees by direct debit. Alternatively, fees can be paid on a monthly standing order.
10.3 We prefer that fees are fixed in advance by prior agreement. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto. Where our appointment is terminated by you before any agreed assignments or payments have been completed, all future payments on the assignment become payable immediately.
10.4 If we need to do work outside the responsibilities outlined in our letter of engagement, we will advise you in advance and obtain your approval before incurring additional fees.
10.5 We will bill at appropriate intervals during the course of the year and our invoices are due for payment upon presentation. 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.
10.6 Where we issue an Application for Payment, the payment terms are the same as for invoiced fees. The rate of VAT charged on an Application is the rate that is in place on the date payment is received, not the date of the Application. A VAT invoice will be issued to you upon receipt of your payment.
10.7 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 you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
10.8 We reserve the right to charge interest on late paid invoices at the current bank base rate 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, having given written notice, if payment of any fees is unduly delayed. If a payment is refused by your bank, we will charge a £15 administration fee to cover our costs in representing it. We intend to exercise these rights only if it is fair and reasonable to do so.
10.9 If you do not accept that an invoiced fee is fair and reasonable you must notify us within twenty-one days of receipt, failing which you will be deemed to have accepted that payment is due. No disputes about fees will be entered into if they are received by us more than twenty-one days after the date of issue of our charges.
10.10 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.
10.11 Insofar as we are permitted to do so by law or by 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.

11. Intellectual Property rights and use of our name
11.1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement, except where the law specifically states otherwise.
11.2 You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.

12. Internal disputes
12.1 If we become aware of a dispute between the parties who own the business, or who in some way involved in its ownership and management, 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 (or proprietors/partners, as appropriate). If conflicting advice, information or instructions are received from different directors (or proprietors/partners) in the business, we will refer the matter back to the board of directors (or to the business/partnership) and take no further action until the board (or the business) has agreed the action to be taken.

13. Investment advice and insurance mediation services
13.1 Investment business is regulated by the Financial Services and Markets Act 2000. If, during the provision of our services to you, you need advice on investments or insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licenced by a Designated Professional Body, as we are not.

14. Limitation liability
14.1 In performing the assignments set out in the letter of engagement, or any addendums to it, our liability is limited to a maximum of £50,000 or ten times the value of the fees charged for the assignment, whichever is the higher.

15. Limitation of third party rights
15.1 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 engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company, to whom the engagement letter 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.

16. Provision of Services Regulations 2009
16.1 We are registered to carry on audit work and regulated for a range of investment business activities in the UK by the Institute of Chartered Accountants in England and Wales. Details about our audit registration can be viewed at auditregister.org.uk for the UK (cro.ie/auditors for Ireland) under reference number C001143098.
16.2 Our professional indemnity insurer is RSA, of St Mark’s Court, Chart Way, Horsham, RH12 1XL. 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 of America or Canada.

17. Retention of papers
17.1 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 on request. Documents and records relevant to your tax affairs are required by law to be retained as follows:
a. For individuals, trustees and partnerships with trading or rental income: five years and ten months after the end of the tax year; otherwise: twenty-two months after the end of the tax year.
b. For limited companies, limited liability partnerships, and other corporate entities: six years from the end of the accounting period.
17.2 Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than six 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.

18. Service
18.1 We are committed to providing you with a high quality service that is both efficient and effective. We welcome your feedback, and invite all comments (whether positive or negative) to help us improve our service to you.
18.2 If, at any point, 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 contact Steven Crookes. If you are unable to deal with any difficulty through him, please contact Steve Knowles.
18.3 We undertake to look into any complaint carefully and promptly, and to do all we can to explain the situation to you. If we do not answer your complaint to your satisfaction, you may take up the matter with our professional body, the ICAEW. 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.

PRIVACY NOTICE

1. Purpose of this notice
1.1 This notice describes how we collect and use personal data about you, in accordance with the General Data Protection Regulation, the Data Protection Act, and any other national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK (“data protection legislation”). Please read the following carefully to understand our practices regarding your personal data and how we will treat it.

2. About us
2.1 Knowles Warwick Limited (“Knowles Warwick”, “we”, “us”, “our” and “ours”) is an accountancy and tax advisory firm. We are registered in England and Wales as under company number 02649822 and our registered office is at 183 Fraser Road, Sheffield, S8 0JP.
2.2 For the purpose of the data protection legislation and this notice, we are the “data controller”. This means that we are responsible for deciding how we hold and use personal data about you. We are required under data protection legislation to notify you of the information contained in this privacy notice.
2.3 Our data protection officer is our data protection point of contact and is responsible for assisting with enquiries in relation to this privacy notice or our treatment of your personal data.

3. How we may collect your personal data
3.1 We obtain personal data about you, for example:

When you request a proposal from us in respect of the services we provide.
When you engage us to provide our services, and also during the provision of those services.
When you contact us, including by (but not limited to) email, telephone, post, social media or Portal.
From third parties and/or publicly-available resources.

4. The kind of information we hold about you
4.1 The information we hold about you may include the following:

Your personal details (such as your name and/or address).
Details of contact we have had with you in relation to the provision, or the proposed provision, of our services.
Details of any services you have received from us.
Our correspondence and communications with you.
Information about any enquiries and/or complaints you make to us.
Information from research, surveys, and marketing activities.
Information we receive from other sources, such as publicly-available information and information provided by third parties.

5. How we use personal data we hold about you
5.1 We may process your personal data for purposes necessary for the performance of our contract with you and to comply with our legal obligations.
5.2 We may process your personal data for the purposes necessary for the performance of our contract with our clients. This may include processing your personal data where you are an employee, subcontractor, supplier or customer of our client.
5.3 We may process your personal data for the purposes of our own legitimate interests provided that those interests do not override any of your own interests, rights and freedoms which require the protection of personal data. This includes processing for marketing, business development, statistical and management purposes.
5.4 We may process your personal data for certain additional purposes with your consent, and in these limited circumstances where your consent is required for the processing of your personal data then you have the right to withdraw your consent to processing for such specific purposes.
5.5 Please note that we may process your personal data for more than one lawful basis depending on the specific purpose for which we are using your data.
5.6 We may use your personal data in order to:

Carry out our obligations arising from any agreements entered into between you and us (which will most usually be for the provision of our services).
Carry out our obligations arising from any agreements entered into between our clients and us (which will most usually be for the provision of our services) where you may be a subcontractor, supplier or customer of our client.
Provide you with information related to our services and our events and activities that you request from us or which we feel may interest you, provided you have consented to be contacted for such purposes.
Seek your thoughts and opinions on the services we provide.
Notify you about any changes to our services.

5.7 In some circumstances we may anonymise or pseudonymise personal data so that it can no longer be associated with you, in which case we may use it without further notice to you.
5.8 If you refuse to provide us with certain information when requested, we may not be able to perform the contract we have entered into with you. Alternatively, we may be unable to comply with our legal or regulatory obligations.
5.9 We may also process your personal data without your knowledge or consent, in accordance with this notice, where we are legally required or permitted to do so.
5.10 We will only retain your personal data for as long as is necessary to fulfil the purposes for which it is collected.
5.11 When assessing what retention period is appropriate for your personal data, we take into consideration:

The requirements of our business and the services provided.
Any statutory or legal obligations.
The purposes for which we originally collected the personal data.
The lawful grounds on which we based our processing.
The types of personal data we have collected.
The amount and categories of your personal data.
Whether the purpose of the processing could reasonably be fulfilled by other means.

6. Change of purpose
6.1 Where we need to use your personal data for another reason, other than for the purpose for which we collected it, we will only use your personal data where that reason is compatible with the original purpose.
6.2 Should it be necessary to use your personal data for a new purpose, we will notify you and communicate the legal basis which allows us to do so before starting any new processing.

7. Data sharing
7.1 We will share your personal data with third parties where we are required by law, where it is necessary to administer the relationship between us, or where we have another legitimate interest in doing so.
7.2 “Third parties” includes third-party service providers and other entities within our group. The following activities are carried out by third-party service providers: IT and cloud services, professional advisory services, administration services, marketing services and banking services.
7.3 All of our third-party service providers are required to take commercially reasonable and appropriate security measures to protect your personal data. We only permit our third-party service providers to process your personal data for specified purposes and in accordance with our instructions.
7.4 We may share your personal data with other third parties, for example in the context of the possible sale or restructuring of the business. We may also need to share your personal data with a regulator or to otherwise comply with the law.

8. Transferring personal data outside the European Economic Area
8.1 We may transfer the personal data we collect about you to the Republic of India, a country outside of the EEA, in order to perform our contract with you. As there is not an adequacy decision by the European Commission in relation to the Republic of India, it will not be deemed to provide an adequate level of protection for your personal information for the purpose of the data protection legislation. However, the terms of our binding contract with our third-party service provider ensures that your personal data is treated in a way that is consistent with and which respects data protection legislation, and in accordance with our own security policies.
8.2 If you require further information about these protective measures, please contact our data protection officer.

9. Data security
9.1 We have put in place commercially reasonable and appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
9.2 We have put in place procedures to deal with any suspected data security breach and will notify you and any applicable regulator of a suspected breach where we are legally required to do so.

10. Rights of access, correction, erasure, and restriction
10.1 It is important that the personal data we hold about you is accurate and current. Should your personal information change, please notify us of any changes of which we need to be made aware at your earliest convenience.
10.2 Under certain circumstances, by law you have the right to:

Request access to your personal data. This enables you to receive details of the personal data we hold about you and to check that we are processing it lawfully.
Request correction of the personal data that we hold about you.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have exercised your right to object to processing (see below).
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this basis. You also have the right to object where we are processing your personal information for direct marketing purposes.
Request the restriction of processing of your personal data. This enables you to ask us to suspend the processing of personal data about you, for example if you want us to establish its accuracy or the reason for processing it.
Request the transfer of your personal data to you or another data controller if the processing is based on consent, carried out by automated means and this is technically feasible.

10.3 If you want to exercise any of the above rights, please contact our data protection officer.
10.4 You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request for access is clearly unfounded or excessive. Alternatively, we may refuse to comply with the request in such circumstances.
10.5 We may need to request specific information from you to help us confirm your identity and ensure your right to access the information (or to exercise any of your other rights). This is another appropriate security measure to ensure that personal information is not disclosed to any person who has no right to receive it.

11. Right to withdraw consent
11.1 In the limited circumstances where you may have provided your consent to the collection, processing and transfer of your personal data for a specific purpose (for example, in relation to direct marketing that you have indicated you would like to receive from us), you have the right to withdraw your consent for that specific processing at any time. To withdraw your consent, please contact our data protection officer.
11.2 Once we have received notification that you have withdrawn your consent, we will no longer process your personal information (personal data) for the purpose or purposes you originally agreed to, unless we have another legitimate basis for doing so in law.

12. Changes to this notice
12.1 You will be notified of any changes we make to our privacy notice, which will also be published on our website.
12.2 This privacy notice was last updated on 25 May 2018.

13. Contact us
13.1 If you have any questions regarding this notice or if you would like to speak to us about the manner in which we process your personal data, please contact our data protection officer on 0114 2747576.
13.2 You also have the right to make a complaint to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues, at any time. The ICO’s contact address is: Wycliffe House, Water Lane, Wilmslow, SK9 5AF. Alternatively you can visit https://ico.org.uk/concerns or call 01625 545745.