Terms of Business

These are our terms of business.

This document sets out how we routinely go about providing the service we offer and the conditions which we attach to it. It provides a legal basis which can be relied upon in the unlikely event that there’s ever a disagreement between us. We intend for these terms of business to be read alongside our engagement letter and its appendices and your agreement to our engagement letter also signifies your agreement with these terms.

Our engagement letter, schedules of services and terms of service business are governed by and should be understood in accordance with English law. The courts of England will have exclusive jurisdiction in relation to any claim or dispute arising from them or any matter related to them.

In the event of a conflict between these terms of business and our engagement letter and its appendices, the engagement letter and appendices will take precedent.

If any provision in our engagement letter and its appendices or our terms of business is held to be void, it won’t form part of our contract.

We’re required by law1 to identify our clients before we can commence our work. We’ll ask you for any information or documentation that we need for these purposes and we’ll keep them for the duration of our engagement. We may make searches of publicly available databases if we consider it necessary to gather further evidence. If we can’t obtain satisfactory evidence of your identity, we won’t proceed with the engagement. Any information that you provide to us for the purpose of confirming your identity will be used only for that purpose unless you give us your consent.

If you do any business (including making cash payments of €10,000 or more in exchange for goods) that requires you to be supervised by a supervisory authority under the anti-money laundering regulations you’ll need to let us know.

1 The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations (2017)

We don’t operate a client money account which would be necessary for us to comply with the ICAEW’s client money regulations. As a result we’re unable to hold any money on your behalf.

We may from time to time receive commissions for introducing you to other professionals. If this happens we’ll notify you in writing within five business days to tell you the amount and the terms of any payment. Any commission that we become entitled to will be shared between us — we’ll retain half of the commission and the fees you’d otherwise pay will be reduced by the remaining half.

Any information that you share with us will be kept confidential at all times both during and after our engagement unless you authorise us to disclose it or we’re required by law or by the professional and ethical regulations that apply to us to do so.

It’s possible that may act for other clients who could be or could become your competitors or whose interests might be adverse to yours. Where this is the case we’ll take any steps which we think are appropriate to preserve the confidentiality of the information you give us both during and after our engagement. Where possible we’ll introduce safeguards. If it’s not possible for us to adequately maintain the confidentiality of the information you give us then unfortunately we won’t be able to provide you with any further services.

Occasionally we may use the services of subcontractors. All our subcontractors are bound by our client confidentiality terms. If the use of a subcontractor requires us to transfer your data out of our systems then we’ll notify you before doing so.

If we become aware of a conflict of interest between us or between you and another of our clients we’ll let you know unless we’re prevented from doing so by our confidentiality obligations. Our approach any conflict of interest will be guided by the ICAEW’s code of ethics2. If the conflict of interest can be addressed by adopting safeguards, we’ll implement them. If we can’t manage a conflict of interest in a way which adequately protects your interests then unfortunately we won’t be able to continue to act.

2 This can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics

Where we act for a business, if we become aware of a dispute between two or more parties who are involved in the ownership or management of that business we won’t provide information or services to one party without the knowledge and permission of all others. If we’re given conflicting information or instructions we’ll refer the matter back to those responsible for the management of the business and we’ll take no further action until an agreement is reached.

Each of us at Grey Rabbit Accountancy Limited is considered to be an independent data controller in relation to personal data3. This means we choose how we hold and use personal data. We’ll each comply with all the requirements and obligations applicable to us under data protection law4 relating to that data.

Personal data should only be given to us where the data subject has been provided with the necessary information regarding its use, there’s a lawful basis for doing so (which, in the absence of any other lawful basis would be the subject’s consent) and you’ve complied with the necessary requirements under data protection law to allow you to do so.

We’ll only process personal data to provide our services to you, to comply with our legal or regulatory obligations, or where it’s necessary for our legitimate interests and those interests aren’t overridden by the subject’s own privacy rights.

In providing our services we might need to disclose personal data to our regulatory bodies or to other third parties such as professional advisors and service providers. We’ll only do this where the transfer complies with data protection law.

We’ve implemented commercially reasonable and appropriate security measures to keep the personal data we’re provided with safe. These measures include administrative, physical and technical safeguards to protect against unauthorised processing, accidental loss, destruction or damage.

With respect to the personal data you provide and provided that we’re legally permitted to do so we’ll let you know promptly if:

  • We receive a request from (or on behalf of) a data subject to exercise their rights under data protection law or an objection to our processing of their data
  • We receive a notice (or other communication) in respect of our processing of the personal data from the Information Commissioner’s Office
  • We have reason to believe that there’s been an incident which has resulted in the unauthorised access to or accidental or unauthorised loss, destruction or alteration of the data.

On our request you’ll need to take any reasonable steps and provide any necessary information to allow us to comply with data protection law and we’ll do the same for you.

If you need any further information regarding how we handle personal data you can read our privacy notice or feel free to reach out to us at .

3 Personal data provided to us by you (or on your behalf) so that we can provide our services to you as described in our engagement letter
4 All applicable privacy and data protection legislation and regulations including the Privacy and Electronic Communications (EC Directive) Regulations (2003), the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations (2020) (UK GDPR), and any other national laws national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications

We’ll communicate with you electronically unless you tell us not to. Electronic communications (such as e-mail) can sometimes carry risks such as non-receipt, delayed receipt, accidental misdirection, interception by others and the transmission of computer viruses. We run virus scanning software but we can’t guarantee that it’ll always be effective so you’ll need to perform your own virus checks. We can’t be held responsible for any losses you incur which are caused by computer viruses or communications which are altered after we sent them, or for accidental errors arising as a result of using electronic communication. You’ll need to accept these risks in return for the increased ease and efficiency that electronic communication offers.

In the rare event that we have to post something to you, we’ll assume that you’ve received it two working days after it was posted.

Provided that you provide us with all the information and explanations we need in a timely manner we’ll try to perform our work within 90 days of receipt (30 days for VAT and MTD for ITSA returns). We offer a priority service for an additional fee and where taken up we’ll do our best to perform our work within 30 days of receipt (14 days for VAT and MTD for ITSA returns). If we’re unable to meet this timeframe we’ll waive the additional fee but we aren’t able to offer any guarantee. We won’t be held responsible for any losses, including late filing penalties, arising from our failure to meet the timeframes we aim to work to. If we choose to compensate you for any late filing penalties we do so at our discretion. If within 30 days of the filing deadline for financial statements and corporation tax returns or 14 days of the filing deadline for VAT and MTD for ITSA returns you still haven’t provided us with all the information and explanations we need to perform our work you’ll need to either agree to our priority service for an additional fee or accept that we won’t aim to meet the filing deadline.

Our fees depend on the amount and complexity of the work required, the importance of and value of the services we provide and the risk we take on in providing them. They’re adjusted annually for inflation5.

We’ll agree a fixed fee for the services we’ve agreed to provide each year before we start work. Our fees are calculated based on information you provide us regarding your circumstances. We might need to revise our fees if your description wasn’t accurate or if your circumstances change and we reserve the right to do so. We’ll notify you of the revised figure and won’t start work without your agreement.

We’ll either bill you monthly or annually depending on your preference. Our invoices are due for payment within 30 days of issue. Any disbursements or expenses we incur on your behalf whilst carrying out our work for you will be added to your invoice where appropriate. If you’ve chosen to pay monthly, it’s our normal practice to ask for you to pay by direct debit.

If we need to employ the services of a third party in carrying out our work for you we’ll let you know. You’ll be liable for the cost which won’t form part of our fees.

If you don’t agree that the amount we’ve charged you on an invoice is fair, we’ll expect you to let us know within 30 days of receipt. Otherwise we’ll assume that you’ve accepted that payment is due.

If you’re struggling to pay our invoice on time we expect you to let us know as soon as you recognise that there’s a problem. We’ll do our best to be considerate of your circumstances and we’ll decide whether to offer you extended payment terms. This is entirely at our discretion and where we don’t offer extended terms we reserve the right to charge interest on late paid invoices at a rate of 8% above bank base rates6.

If a company is unable or unwilling to settle our fees we reserve the right to seek payment from another company in the same group, or from the individual who has instructed us on behalf of that company.

5 Based upon the consumer price index (CPI) as published by the Office for National Statistics
6 Under the Late Payment of Commercial Debts (Interest) Act (1998)

Where there’s outstanding fees or disbursements owed to us we may, as far as we’re permitted to by law and professional guidelines, choose to keep all the documents and records that relate to your engagement in our possession (exercise a lien over them) until all outstanding fees and disbursements have been paid in full.

We’ll begin our work when you (either implicitly or explicitly) accept our engagement letter. Unless our engagement letter specifies otherwise, we won’t be responsible for periods before that date.

Each of us has the right to terminate our engagement at any time by giving the other a minimum of 30 days notice in writing. There are some circumstances where we’ll have the right to terminate the engagement immediately and these are:

  • If you fail to cooperate with us
  • If we believe you’re providing us or HM Revenue and Customs with misleading information
  • If you become insolvent, bankrupt, or come to any other agreement with your creditors
  • If a change in the law means we are no longer permitted to act
  • If we’re unable to manage a conflict of interest or another issue which compromises our independence
  • If you don’t pay our fees by their due date and you’re unable to come to an agreement with us

If either of us terminates our engagement we’ll try to make arrangements with you to finish any work that’s currently in progress unless legal or regulatory requirements mean we have to stop work immediately. In that case we’ll carry out no further work and we won’t be responsible for any consequences that arise from us doing so.

If we have no contact with you for a period of twelve months or more we may issue a notification to your last known residential or e-mail address and afterwards we’ll cease to act.

You’re responsible by law for keeping documents and records relating to your financial affairs. The length of time you’ll need to keep them are:

  • For individuals, trustees and partnerships with rental or trading income — 5 years and 10 months after the end of the tax year
  • For individuals, trustees or partnerships without rental or trading income — 1 year and 10 months after the end of the tax year
  • For companies, limited liability partnerships and other corporate entities — 6 years from the end of the accounting period

We’ll create an electronic copy of any documents that you provide to us physically. We’ll destroy the physical copy immediately once this is done unless you tell us that you want us to return them. We’ll routinely destroy all documents over 7 years old, even if they legally belong to you, unless we think they’re of continuing significance or you tell us not to.

We’ll happily give you spoken advice if you ask us but we don’t intend for you to rely upon it. If you want to be able to rely upon our advice you’ll need to ask for it in writing. You’re welcome to ask us for this at any time and we’ll try to record all the advice we give on important matters this way anyway. Our advice is valid as at the date it was given.

The advice, information and material that we give you as part of our service is intended for your use only and is not intended to be passed on to any other person (unless we have agreed otherwise in our engagement letter). We won’t accept any responsibility to any person other than to whom our engagement letter is addressed, and that person is the only one who will have the right to enforce any of the terms set out in our engagement letter or terms of business7.
7 In accordance with the Contracts (Rights of Third Parties) Act (1999)

If you need advice on investments (including insurance) we’ll do our best to refer you to someone who is authorised to provide this advice by the Financial Conduct Authority. Unfortunately we aren’t authorised to provide investment advice.

Any document we prepare for you during the course of our engagement will remain our intellectual property except where the law specifically states otherwise. If you want to use our name in any document or report that you issue (except in documents that the law requires you to make public) you’ll need to ask our written permission first.

We’ll act in accordance with the bye-laws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales (ICAEW). We can’t be held responsible for any loss or damage that arises from our compliance with our legal or regulatory obligations. You can see a copy of these requirements at icaew.com/en/membership/regulations-standards-and-guidance.

When we deal with HM Revenue and Customs (HMRC) on your behalf we’re required to be honest and to take the proper care in making sure the returns we submit for you are correct. To allow us to do this you’ll need to be honest with us and provide us with all the necessary information in good time. The HMRC charter sets out what HMRC expects from you when dealing with them and what you can expect from them in return. It can be viewed at gov.uk/government/publications/hmrc-charter. We’ll expect you to meet your side of the charter and we’ll do our best to make sure that HMRC meets theirs.

Our aim is to provide you with a friendly, personal service which helps you to meet your legal obligations and fully understand the most important aspects of your finances whilst upholding the highest ethical and professional standards. If we fall short of this aim, please let us know immediately by contacting us at . We’ll respond to you within 8 weeks to explain our position to you and let you know how we plan to address your concerns. If you aren’t satisfied with our response you can contact our professional body, the Institute of Chartered Accountants in England and Wales (ICAEW), or an alternative dispute resolution (ADR) provider.

To ensure the quality of our work, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals who are bound by the same standards of confidentiality as ourselves.

Our professional indemnity insurers are HDI Global Specialty SE.

If for any reason we can’t continue to run our practice, we’ve made arrangements so that you can continue to receive an unbroken service. The alternate appointed by this firm is Mr. David Myerson BSc FCA of Xeinadin Swiss Cottage Limited, Harben House, Harben Parade, Finchley Road, London, NW3 6LH.

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