TERMS OF BUSINESS

STANDARD TERMS OF BUSINESS

This page sets out the standard terms of business that apply to all engagements accepted by Telos Consulting Limited.  All work carried out is subject to these terms except where changes are clearly agreed in writing.
These standard terms of business are applicable to all types of organisations and any reference to director or company should be interpreted as appropriate for the organisation type (e.g. partner, trustee, governor, charity, LLP).
The term ‘Board Director’ is used to refer to a director and principal of the Company as registered at Companies House.  

Professional obligations

The Provision of Services Regulations 2009 (SI 2009/2999) requires us to provide certain information to our clients and prospective clients.  

Telos Consulting is a limited company registered in England and Wales.  Contact details and VAT number are given on our Contact Us page.  Our postal address and registered office address are the same.  

We will observe and act in accordance with the byelaws and regulations of our professional body The Institute of Chartered Accountants in England & Wales (ICAEW) together with their code of ethics. 

Details of our professional indemnity insurer is provided here as required by the Provision of Services Regulations 2009.

Fees

Our fees are calculated on the basis of the time spent on your requirements and on the degree of skill and responsibility involved. These charges will be reviewed from time to time. Unless otherwise agreed, our fees and disbursements will be invoiced at monthly intervals and will be payable in full in fourteen days.  If you do not accept that an invoiced fee is reasonable, you must notify us within 21 days of receipt after which you will be deemed to accept the invoice.  We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. 

Where we have provided a fee estimate, this is an indication in good faith and on the basis of the information we have at the time the estimate is given, of our likely charges for carrying out the work concerned. Such an estimate is subject to revision and is not an agreement by us to carry out the work for that fee.

If work is required outside the responsibilities agreed with you for each service, we will discuss this with you in advance. Any additional work will involve additional fees. 

Our fees, disbursements and expenses are subject to VAT when applicable.  If you are established outside the UK but within the EU and you are registered for VAT in the relevant jurisdiction(s) you agree to provide us with your VAT registration number(s) so that we can meet our invoicing obligations in order to treat our fee as outside the scope of UK VAT.

Disbursements and other charges such as travel costs incurred in the course of the provision of the agreed services may be incurred from time to time. Additional charges will be subject to VAT where applicable. 

If significant delays or other unanticipated problems occur which are beyond our control this may result in additional fees.  We will discuss these with you as they occur and will estimate the additional cost in advance.

 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 reserve the right to exercise a lien over all funds, documents and records in our possession, within the scope of the law, relating to all engagements for you until all outstanding fees and disbursements are paid in full.

Should we cease to act in relation to your affairs we will not charge for reasonable costs of providing information to your new advisers, however we reserve the right to charge a fee where there is a significant amount of time and work involved in providing this information to the new provider.

Records: Storage, retention and access

Documents and records relevant to your tax affairs are required by law to be retained by you as follows:
Individuals, trustees and partnerships with trading or rental income: five years and 10 months after the end of the tax year; otherwise: 22 months after the end of the tax year.  Companies, Limited Liability Partnerships, and other corporate entities: six years from the end of the accounting period.

We reserve the right to destroy correspondence and other papers in relation to your business that we store electronically or otherwise that are more than seven years old, other than documents we think may be of continuing significance. You must notify us in writing if you wish us to keep any document for a longer period.

Client identification

As a professional firm we are required by the Money Laundering Regulations 2017 and the Proceeds of Crime Act 2002 to take steps to maintain identification procedures, records of identification evidence and work undertaken for clients, beneficial owners and those acting on behalf of clients and to report in accordance with the legislation.  This includes a statutory duty to report any reasonable knowledge or suspicion of money laundering to the National Crime Agency.  Such a report must be made in strict confidence and we are legally obliged not to enter into correspondence or discussions with you regarding such a report.

In accordance with our statutory duty, we may use personal information provided by you to carry out identity and anti-fraud checks on our client, management and beneficial owners as necessary.  

Independence and conflicts of interest

During our engagement with you Telos is entitled to supply services to third parties provided that this in no way compromises the supply of services to yourselves.  We reserve the right to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, provided this does not conflict with the confidentiality clauses below, and subject to any agreement detailed in our engagement letter with yourselves.

We will notify you immediately should we become aware of any conflict of interest involving us and affecting you unless we are unable to do so because of our confidentiality obligations. 

Confidentiality and third party rights

Confidential information provided by you will at all times be kept confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.

Should we act for other clients who are or who become your competitors, we will take such measures as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These will be discussed with you, to obtain your agreement that effective implementation of such steps will provide sufficient measures to avoid any real risk of confidentiality being impaired.

Any subcontractors employed by Telos to work on your affairs will be bound by our client confidentiality terms, and where we use external or cloud based systems, we will ensure confidentiality of your information is maintained.

We may occasionally request permission to mention that you are a client, but, as stated above, we will not disclose any confidential information.

With the exception of any report which we expressly agree may be provided to third parties, the reports, letters, emails, information and advice which arise as a result of this engagement are given in confidence entirely for the purpose of this engagement and are provided on the condition that you undertake not to disclose these, or any other confidential information made available to you by us during the course of our work, to any other party without our prior written consent.  Should you wish to provide reports, letters or information for the use of a third party, you must inform us so that we can determine the terms or require the third party to enter into a direct relationship with us in advance.  Unless the third party agrees appropriate terms with us, we recognise no responsibility whatsoever other than that owed to you in the context of this engagement as at the date on which our report or other advice is given.

If we provide interim reports and advice in the course of our work, these cannot be relied upon as our final conclusions or as arising from the completion of our services. We do not assume a duty of care to you, or any other party in respect of such interim reports and advice. 

We will not be prevented from disclosing confidential information which is or becomes public knowledge other than by a breach of an obligation of confidentiality; which is or becomes known from other sources without restriction on disclosure; or which is required to be disclosed by law or any professional regulatory obligation.

Quality of our service

We hope you will contact us formally or informally to provide feedback on our performance.  If you are dissatisfied with the service you are receiving, please let us know at once by contacting us, and we will endeavour to resolve the issue immediately.

We will examine any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with our professional body, the ICAEW.

So that we can deliver a high quality service we rely on you to provide us with the necessary records and information when requested, to reply to our enquiries in a timely manner and otherwise follow the terms of the agreement between us set out in this Terms of Business and our letter of engagement. We reserve the right to cancel the engagement between us with immediate effect in the event of your insolvency, bankruptcy or other arrangement being reached with creditors; your failure to pay our fees when due; if either party is in breach of their obligations where this is not corrected within 30 days of being asked to do so; or an independence issue or change in the law which means we can no longer act.

Termination of engagement

Each party may terminate the engagement by giving not less than 21 days notice in writing to the other other party.  We may suspend any work for you immediately if we are required to do so under any applicable law and regulations, including legislation in relation to money laundering or proceeds of crime, or if you fail to cooperate with us or we believe you have provided us with misleading information.

Should the engagement be terminated, we will agree with you the arrangements for completion of any work in progress at the time.

Applicable law and our advice to you

Our terms of business and engagement letter are governed by English law.  Should any provision in our  Terms of Business or associated engagement letters vw found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions will not in any way be affected or impaired.

Advice on important matters will be confirmed in writing.  Should you wish to rely on advice given in the course of a telephone call or meeting, please ask us to confirm this in writing.  Such advice will be based on the laws and regulations in force at the time, and may not continue to be accurate should changes arise in future.  It is your responsibility to ensure the continued validity of any advice you are relying on, and we accept no liability for losses arising from changes in the law, practice or policy that arise after the advice was given.

Limitation of liability and financial limitation of liability

We will provide services as outlined in our engagement letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities if you or others supply incorrect or incomplete information, or fail to supply any appropriate information or if you fail to act on our advice or respond promptly to communications from us or other authorities.  Furthermore, we will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control.  Our liability to you shall be limited as set out in our engagement letter and appendices.

You will not hold us, our principal, directors 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 directors or employees personally.

Unless there is a legal or regulatory requirement to do so, our work is not 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.

Intellectual property rights

Telos will retain ownership of and the sole rights to any document prepared by us during the course of our engagement unless otherwise detailed in our engagement letter or required by law, or transferred to you on completion of the engagement.

Email communication, data protection and privacy policy

We will communicate with you via email unless you request otherwise.  There are risks associated with this including data corruption or failure to deliver, and we cannot accept responsibility for any errors or problems arising as a result of this.  The recipient should carry out a virus check on any attachments received.  

To enable us to fulfil the services agreed in our engagement, and for other related purposes such as legal and regulatory compliance, we may obtain, use, process, store and disclose personal data about you or your organisation.  Most of the personal information we process, such as names and email addresses, is provided to us directly by you with consent for the purposes of fulfilling our engagement with you, and will only be used for this purpose or related purposes.  Information is securely stored and will be kept in accordance with the details in the section Records: Storage, retention and access above.  All information is disposed of securely when no longer required.  

Under data protection law you have the right to ask us for copies of your personal information; to rectify personal information you believe is inaccurate or incomplete; to erase personal information in certain circumstances; to restrict or desist from the processing of your personal information in certain circumstances; and to transfer the personal information you gave us to another organisation.  There is no charge for the exercise of these rights, and if you make a request we have one month to respond to you.  Please use the contact information on our Contact Us page if you wish to make a request.

If you have any concerns about our use of your personal information, you can make a complaint to us using our contact details.  You can also complain to the ICO if you are unhappy with how we have used your data.  The ICO address is: Information Commissioner’s Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF.  Helpline number: 0303 123 1113.  ICO website: https://www.ico.org.uk.