Terms of Business

Terms of Business for JT Payroll Ltd

Johnson Tidsall - May 2018

1.    Applicable law

1.1.   This engagement letter shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

1.2.   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.

1.3.   The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

2.    Quality of service

We aim to provide you with a fully satisfactory service and the engagement partner will seek to ensure that this is so. If, however, you are unable to deal with any difficulty through them and their team please contact David Mellor or Richard Minns. We undertake to look into any complaint carefully and promptly and to 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 the Institute of Chartered Accountants in England and Wales by whom we are regulated.

3.    Client monies

3.1.   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

3.2.   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 NatWest Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

3.3.   If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, 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.

4.  Investment advice – exempt regulated activities

4.1.   Although we are not authorised by the Financial Conduct Authority to conduct Investment Business, we are licensed by the Institute of Chartered Accountants in England and Wales to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.

4.2.   Such assistance may include the following:

·    advising you on investments generally, but not recommending a particular investment or type of investment;

·    referring you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA) and assisting you and the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will 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. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.

·    advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;

·    advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;

·    managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person;

4.3.   We may also, on the understanding that the shares or other securities of the company are not publicly traded:

·    advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;

·    arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;

·    arrange for the issue of the new shares; and

·    act as the addressee to receive confirmation of acceptance of offer documents etc.

5.    Fees

5.1.   Our fees are computed on the basis of the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and will be due on presentation.

5.2.   If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees.

5.3.   We reserve the right to charge interest on overdue debts at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.

6.    Retention of and access to records

6.1.   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 the preparation of your accounts.

6.2.   Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document, you must notify us of that fact in writing.

7.    Proceeds of Crime Act 2002 and  Money Laundering Regulations 2007

7.1.   In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

·    have due diligence procedures for the identification of all clients;

·    maintain appropriate records of evidence to support customer due diligence; and

·    report in accordance with the relevant legislation and regulations.

8.    Electronic communication

8.1.   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.

8.2.   It is the responsibility of the recipient to carry out a virus check on any attachments received. 

9.    Data Protection Act 1998

9.1.   To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you and your business, its shareholders, members, officers, and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.

9.2.   Where you are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data that you process and, accordingly where you disclose personal data to us, you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.

9.3.   Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.

9.4.   Our privacy notice, which can be found on our website at www.johnsontidsall.co.uk explains how we process personal data in respect of the various services that we provide.

10.  Confidentiality

10.1.Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our insurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.

10.2.We may subcontract our work to other professionals within the sector. Any subcontractors are also bound by our client confidentiality terms.

11.  External review

11.1.As part of our on-going commitment to providing a quality service, our files are periodically subject to an independent review by a quality control body. These reviewers are highly experienced and professional people and are bound by the same requirements of confidentiality as us.

12.  Professional rules and practice guidelines

12.1.We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC 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. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/regulations

13.  Conflicts of interest

13.1.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 our confidentiality clause. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.

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 our Code of Ethics which can be viewed on the internet at the address above, in part B, sub-section 220.

14.  Provision of Services Regulations 2009

14.1.We are registered to carry out audit work in the UK and Ireland by the ICAEW. Details of our audit registration can be viewed at www.auditregister.org.uk for the UK and for Ireland at www.cro.ie/auditors under reference number C003819978.

14.2.Our professional indemnity insurer is Royal & Sun Alliance, 20 Fenchurch Street, London EC3M 3AU. 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 or Canada.

15.  Timing of our services

15.1.If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. However, failure to complete our services prior to any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.


JT Payroll Ltd - May 2018

1.     Applicable law

1.1.     This engagement letter shall be governed by, and construed in accordance with, English law.  The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it.  Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

1.2.     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.

1.3.     The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it.  We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

2.     Quality of service

We aim to provide you with a fully satisfactory service and the engagement partner will seek to ensure that this is so.  If, however, you are unable to deal with any difficulty through them and their team please contact David Mellor or Richard Minns.  We undertake to look into any complaint carefully and promptly and to 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 the Institute of Chartered Accountants in England and Wales by whom we are regulated.

3.     Client monies

3.1.     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

3.2.     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 NatWest Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

3.3.     If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, 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.

4.     Fees

4.1.     Our fees are computed on the basis of the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved.  Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and will be due on presentation.

4.2.     If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees.

4.3.     We reserve the right to charge interest on overdue debts at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.

5.     Retention of and access to records

5.1.     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 the preparation of your payroll.

5.2.     Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.

6.     Proceeds of Crime Act 2002 and  Money Laundering Regulations 2007

6.1.     In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

·   have due diligence procedures for the identification of all clients;

·   maintain appropriate records of evidence to support customer due diligence; and

·   report in accordance with the relevant legislation and regulations.

7.     Electronic communication

7.1.     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.

7.2.     It is the responsibility of the recipient to carry out a virus check on any attachments received. 

8.     Data Protection Act 1998

8.1.     To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you and your business, its shareholders, members, officers, and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.

8.2.     Where you are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data that you process and, accordingly where you disclose personal data to us, you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.

8.3.     Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.

8.4.     Our privacy notice, which can be found on our website at www.jtpayroll.co.uk explains how we process personal data in respect of the various services that we provide.

9.     Confidentiality

9.1.     Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our insurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.

9.2.     We may subcontract our work to other professionals within the sector. Any subcontractors are also bound by our client confidentiality terms.

10.   External review

10.1.   As part of our on-going commitment to providing a quality service, our files are periodically subject to an independent review by a quality control body.  These reviewers are highly experienced and professional people and are bound by the same requirements of confidentiality as us.

11.   Professional rules and practice guidelines

11.1.   We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on this basis.  In particular you give us the authority to correct errors made by HMRC 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.  You can see copies of these requirements in our offices.  The requirements are also available on the internet at www.icaew.com/regulations

12.   Conflicts of interest

12.1.   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 our confidentiality clause.  We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.

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 our Code of Ethics which can be viewed on the internet at the address above, in part B, sub-section 220.

13.   Provision of Services Regulations 2009

13.1.   Our professional indemnity insurer is Royal & Sun Alliance, 20 Fenchurch Street, London EC3M 3AU. 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 or Canada.

14.   Timing of our services

14.1.   If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. However, failure to complete our services prior to any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.