Terms & Conditions

Depending on the nature of your organisation, we have different terms and conditions to adhere to, as stated below.

LIMITED COMPANIES, LIMITED LIABILITY PARTNERSHIPS AND PARTNERSHIPS

The following standard terms and conditions of business apply to all engagements accepted by Hysons Accountants LLP.  All work is carried out under these terms except where changes are expressly agreed in writing.

1. Applicable Law

1.1
Our engagement letter, the schedules of services and our standard terms and conditions 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.  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, that occur after the date on which the advice is given.

2. Client Identification

2.1
As with other professional service firms, we are required to identify our clients for the purposes of the 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.  Such money will be held in trust in our “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 ICAEW.
 
3.2
All client monies will be held in an interest-bearing account.  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 £25.00.  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 we will put the money in a designated interest-bearing client bank account and pay the interest 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 practice, 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.  The same will apply where the payment is made to or the transactions are arranged by a person or business connected to ours.  The fees you would otherwise pay will be reduced by the amount of the commissions or benefits.  

When we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the H M Revenue and Customs (HMRC) concession which allows VAT to be calculated on the net fee after deduction of the commission.
 
4.2
If, in the future, abnormally large commissions are received which were not envisaged when the engagement letter was signed, we will obtain specific consent to the retention of those commissions.

5. Confidentiality

5.1
Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement. 
 
5.2
You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps we take in respect of the confidentiality of our own information.
 
5.3
In addition, if we act for other clients whose interests are, or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality.  Safeguards may include measures such as separate teams, physical separation of teams and separate arrangements for storage of, and access to, information.
 
5.4
You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
 
5.5
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.
 
5.6
If we use external or cloud-based systems, we will ensure that the confidentiality of your information is maintained.
 
5.7
This applies in addition to our obligations on data protection in section 7.

6. Conflicts of Interest

6.1
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.  
6.2
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards.  In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are, or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

7. Data Protection – Acting as a data controller for all services excluding payroll services

7.1
In this clause 7, 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 PECR, the GDPR 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;
 
‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
 
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 

(SI 2426/2003).
 
7.2
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.
 
7.3
You shall only disclose client personal data to us where:
 
a) you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at https://www.hysons.co.uk/legal/privacy for this purpose);
 
b) 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
 
c) you have complied with the necessary requirements under the data protection legislation to enable you to do so.
 
7.4
Should you require any further details regarding our treatment of personal data, please contact our data protection manager.
 
7.5
We shall only process the client personal data:
 
a) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
 
b) in order to comply with our legal or regulatory obligations; and
 
c) 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 (available at https://www.hysons.co.uk/legal/privacy) contains further details on how we may process client personal data.
 
7.6
For the purpose of providing our services to you, we may disclose the 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.
 
7.7
We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business.  In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation.  If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.
 
7.8
We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.
 
7.9
In respect of the 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 the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
 
c) we reasonably believe that there has been any incident that resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.
 
7.10
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.

8. Data Protection – Acting as a data processor for payroll services

8.1
In this clause 8, 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 PECR, the GDPR 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’, ‘personal data breach’, ‘processor’, ‘process’ and ‘supervisory authority’ shall have the meanings given to them in the data protection legislation;
 
‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
 
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 

(SI 2426/2003).
 
8.2
We shall both comply with all applicable requirements of the data protection legislation.  This clause 8 is in addition to, and does not relieve, remove or replace, either of our obligations under the data protection legislation.
 
8.3
We both acknowledge that for the purposes of the data protection legislation, you are the data controller and we are the data processor.  Schedule 1 of these terms and conditions of business sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.
 
8.4
In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:
 
a) process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;  
 
b) disclose and transfer the client personal data to our regulatory bodies or other third parties (for example, our professional advisors, service providers or pension providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;
 
c) disclose the client personal data to Courts, Government agencies and other third parties as and to the extent required by law;
 
d) maintain written records of our processing activities performed on your behalf which shall include:
 
     i the categories of processing activities performed;
 
     ii details of any cross border data transfers outside of the European Economic Area (EEA); and
 
     iii a general description of security measures implemented in respect of the client personal data;
 
e) maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.
 
f) return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;
 
g) ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;
 
h) notify you if we appoint a sub-processor and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause 8;
 
i) where we transfer the client personal data to a country or territory outside the EEA to do so in accordance with data protection legislation;
 
j) notify you promptly if:
 
     i 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 the client personal data; or
 
     ii we are served with an information or assessment notice, or receive any other material communication in respect of our processing of the client personal data from a supervisory body (for example, the Information Commissioner’s Office);
 
k) notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data;
 
l) at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws

8.5
Without prejudice to the generality of clause 8.2, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.
 
8.6
Should you require any further details regarding our treatment of personal data, please contact our data protection manager.

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
Should we have no contact with you for a period of nine months or more we may issue to your last known address, a disengagement letter and thereafter cease to act.

10. Electronic and Other Communication

10.1
Until you instruct us otherwise we may, where appropriate, communicate with you and with third parties vie email or by other electronic means.   The recipient is responsible for virus checking emails and any attachments. 
 
10.2
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 that 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.  
 
10.3
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.
 
10.4
Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day that the document was sent.

11. Fees and Payment Terms

11.1
Our fees may 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. 
 
11.2
If we provide you with an estimate of our fees for specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.  Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour with VAT being charged thereon.
 
11.3
Where requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment.  It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events.  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. 11.4
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.  If applicable, please advise us of any such insurance cover that you have.  You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers. 
 
11.5
Our invoices are due for payment within 30 days of issue.  Our fees are exclusive of VAT which will be added where it is chargeable.  Any disbursements/expenses incurred on your behalf in the course of carrying out our work will be added to our invoices where appropriate. 
 
11.6
Our fees can be settled by cheque, monthly standing order, payment direct into our bank account or by debit/credit card.

11.7 Where we agree that our fees can be paid by monthly installments we do not charge interest or charges except for default charges.  As these terms have been agreed after 18 March 2014 this installment agreement is not a regulated credit agreement.
 
11.8
We may ask clients to pay by monthly direct debit and periodically to adjust the monthly payment by reference to actual billings.
 
11.9
Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.  If these costs are incurred to fulfill our engagement, such necessary additional charges may be payable by you.
 
11.10
We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998.  We reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed.  We intend to exercise these rights only where it is fair and reasonable to do so. 
 
11.11
If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

12. Help us Give You the Best Service

12.1
We are committed to providing you with a high quality service that is both efficient and effective.  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 let us know by contacting the partner dealing with your affairs.

12.2
We will consider carefully any complaint you may make about our service as soon as we receive it and do all we can to explain the position to you.  We will acknowledge your letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.

12.3
If we do not answer your complaint to your satisfaction you may, of course, take the matter up with our professional body, the ICAEW.

12.4
Should we be unable to resolve your complaint you may also be able to refer your complaint to an alternative dispute resolution (ADR) provider to try and reach a resolution.  We will provide details of an ADR provider if we cannot resolve your complaint using our internal procedures.  This is in addition to your ability to complain to the ICAEW.

13. Intellectual Property Rights and Use of Our Name

13.1
We will retain all intellectual property rights on any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.
 
13.2
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.

14. Interpretation

14.1
If any provision of the engagement letter is held to be void, then that provision will be deemed not to form part of this contract.  In the event of any conflict between these terms and conditions of business and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules of services will take precedence.

15. Internal Disputes Regarding Clients

15.1
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, 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 to the nominated person.  If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

16. Investment Advice

16.1
Investment business is regulated under the Financial Services and Markets Act 2000. 
 
16.2
If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority as we are not authorised to give such advice.  However, as we are licensed by the ICAEW, we may be able to provide certain investment services where these are complementary to, or arise out of, the professional services we are providing to you.  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.  Further information about the scheme and the circumstances in which grants may be made is available on the ICAEW's website: www.icaew.com/cacs.

17. Lien

17.1
Insofar as we are permitted to do so by law or 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.

18. Limitation of Third Party Rights

18.1
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.

19. Period of Engagement and Termination

19.1
Unless otherwise agreed in the engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter.  Except as stated in that letter we will not be responsible for periods before that date. 
 
19.2
Each of us may terminate this agreement by giving not less than 21 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately.  Termination will be without prejudice to any rights that may have accrued to either of us prior to termination. 
 
19.3
We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.
 
19.4
In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately.  In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

20. Professional Rules and Statutory Obligations

20.1
We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of the ICAEW and will accept instructions to act for you on this basis.  In particular, you give us the authority to correct errors made by HMRC if 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 office. The requirements are also available online at icaew.com/en/membership/regulations-standards-and-guidance.

20.2
We confirm that we are statutory auditors eligible to conduct audits under the Companies Act 2006. When conducting audit work, we are required to comply with the Ethical and Auditing Standards issued by the FRC, which can be accessed online at www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors.aspx. We are also required to comply with the Audit Regulations and Guidance which can be accessed at icaew.com/en/technical/audit-and-assurance/working-in-the-regulated-area-of-audit.

21. Quality Control

21.1
As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body.  These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our staff. 

21.2
When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct.  To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner.  For more information about ‘Your Charter’ for your dealings with HMRC, visit www.gov.uk/government/publications/your-charter.  To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you. 

22. Reliance on Advice

22.1
We will endeavour to record all advice on important matters in writing.  Advice given orally is not intended to be relied upon unless confirmed in writing.  Therefore, if we provide oral advice (for example during the course of a meeting or telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed in writing. 

23. Retention of Papers 

23.1
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.  Documents and records relevant to your financial affairs are required by law to be retained, as follows: 

Individuals, trustees and partnerships: 

a)     p(. a) with trading or rental income: five years and 10 months after the end of the tax year

b)     b) otherwise: 22 months after the end of the tax year.

Companies, LLPs and other corporate entities:

c)     c) six years from the end of the accounting period

23.2

Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old except documents we think may be of continuing significance.  You must tell us if you require the return or retention of any specific documents for a longer period.

24. The Provision of Services Regulations 2009

24.1
We are registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales.  Details of our audit registration can be viewed at www.auditregister.org.uk for the UK, under reference number:  CØØ4124832.

24.2
Our professional indemnity insurer is:  Aon Risk Solutions of Eastwood House, Glebe Road, Chelmsford, Essex, CM1 1QW.  The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America, US Virgin Islands or Canada and excludes any action for a claim brought in any Court in the United States of America, US Virgin Islands or Canada.  

25. Timing of our Services

25.1
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 to meet any regulatory deadlines.  However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

SCHEDULE 1

This Schedule 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) of the GDPR.

1. Subject matter and duration of the processing of client personal data

The subject matter and duration of the processing of the client personal data are set out in the engagement letter between us.

2. The nature and purpose of the processing of client personal data

We will process client personal data with regards performing payroll services on your behalf as detailed in Schedule 6 of our engagement letter.

3. The types of client personal data to be processed

The types of personal data to be processed are full name, address, date of birth, sex, marital status, previous names, nationality, contact details, NI number, tax code, pay details and pension details, together with any other data necessary to provide the services agreed.

4. The categories of data subject to whom the client personal data relates

The data subject to whom the client personal data relates is employees of the client.

5. Your obligations and rights

Your obligations and rights are set out in the engagement letter between us.

PERSONAL TAX AND SOLE TRADERS

The following standard terms and conditions of business apply to all engagements accepted by Hysons Accountants LLP.  All work is carried out under these terms except where changes are expressly agreed in writing.

1. Applicable Law

1.1
Our engagement letter, the schedules of services and our standard terms and conditions 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.  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, that occur after the date on which the advice is given.

2. Client Identification

2.1
As with other professional service firms, we are required to identify our clients for the purposes of the 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.  Such money will be held in trust in our “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 ICAEW.

3.2
All client monies will be held in an interest-bearing account.  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 £25.00.  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 we will put the money in a designated interest-bearing client bank account and pay the interest 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 practice, 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.  The same will apply where the payment is made to or the transactions are arranged by a person or business connected to ours.  The fees you would otherwise pay will be reduced by the amount of the commissions or benefits.  

When we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the H M Revenue and Customs (HMRC) concession which allows VAT to be calculated on the net fee after deduction of the commission.

4.2

If, in the future, abnormally large commissions are received which were not envisaged when the engagement letter was signed, we will obtain specific consent to the retention of those commissions.

5. Confidentiality 

5.1
Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement. 

5.2
You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps we take in respect of the confidentiality of our own information.

5.3
In addition, if we act for other clients whose interests are, or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality.  Safeguards may include measures such as separate teams, physical separation of teams and separate arrangements for storage of, and access to, information.

5.4
You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.

5.5
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.

5.6
If we use external or cloud based systems, we will ensure that the confidentiality of your information is maintained.

5.7
This applies in addition to our obligations on data protection in section 7.

6. Conflicts of Interest 

6.1
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.  

6.2
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards.  In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are, or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

7. Data Protection – Acting as a data controller for all services excluding payroll services

7.1
In this clause 7, 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 PECR, the GDPR 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;
 
‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
 
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 

(SI 2426/2003).

7.2
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.

7.3
You shall only disclose client personal data to us where:

a)     p(. a) you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at https://www.hysons.co.uk/legal/privacy for this purpose);

b)     b) 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

c)     c) you have complied with the necessary requirements under the data protection legislation to enable you to do so.

7.4
Should you require any further details regarding our treatment of personal data, please contact our data protection manager.

7.5
We shall only process the client personal data:

a)     p(. a) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;

b)     b) in order to comply with our legal or regulatory obligations; and

c)     c) 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 (available at https://www.hysons.co.uk/legal/privacy) contains further details on how we may process client personal data.

7.6
For the purpose of providing our services to you, we may disclose the 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.

7.7
We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business.  In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation.  If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.

7.8
We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.

7.9
In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

a)     p(. 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)     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 the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or

c)     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, the client personal data.

7.10
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.

8. Data Protection – Acting as a data processor for payroll services

8.1
In this clause 8, 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 PECR, the GDPR 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’, ‘personal data breach’, ‘processor’, ‘process’ and ‘supervisory authority’ shall have the meanings given to them in the data protection legislation;

‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and

‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 

(SI 2426/2003).

8.2
We shall both comply with all applicable requirements of the data protection legislation.  This clause 8 is in addition to, and does not relieve, remove or replace, either of our obligations under the data protection legislation.

8.3
We both acknowledge that for the purposes of the data protection legislation, you are the data controller and we are the data processor.  Schedule 1 of these terms and conditions of business sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.

8.4

In respect of the client personal data, unless otherwise required by applicable laws or other regulatory requirements, we shall:

a) process the client personal data only in accordance with your lawful written instructions, in order to provide you with the services pursuant to our engagement with you and in accordance with applicable data protection legislation;

b) disclose and transfer the client personal data to our regulatory bodies or other third parties (for example, our professional advisors, service providers or pension providers) as and to the extent necessary in order to provide you with the services pursuant to our engagement with you in relation to those services;

c) disclose the client personal data to Courts, Government agencies and other third parties as and to the extent required by law;

d) maintain written records of our processing activities performed on your behalf which shall include:

     i the categories of processing activities performed;

     ii     details of any cross border data transfers outside of the European Economic Area        (EEA); and

     iii     a general description of security measures implemented in respect of the client         personal data;

e) maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of any client personal data and against accidental loss or destruction of, or damage to, such client personal data.

f) return or delete all the client personal data upon the termination of the engagement with you pursuant to which we agreed to provide the services;

g) ensure that only those personnel who need to have access to the client personal data are granted access to it and that all of the personnel authorised to process the client personal data are bound by a duty of confidentiality;

h) notify you if we appoint a sub-processor and ensure any agreement entered into with the relevant sub-processor includes similar terms as the terms set out in this clause 8;

i) where we transfer the client personal data to a country or territory outside the EEA to do so in accordance with data protection legislation;

j) notify you promptly if:

     i 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 the client personal data; or

     ii      we are served with an information or assessment notice, or receive any other        material communication in respect of our processing of the client personal data from        a supervisory body (for example, the Information Commissioner’s Office);

k) notify you, without undue delay, in the event that we reasonably believe that there has been a personal data breach in respect of the client personal data;

l) at your cost and upon receipt of your prior written notice, allow you, on an annual basis and/or in the event that we notify you of personal data breach in respect of the client personal data, reasonable access to the relevant records, files, computer or other communication systems, for the purposes of reviewing our compliance with the data protection laws.8.

Without prejudice to the generality of clause 8.2, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the client personal data to us.

8.6
Should you require any further details regarding our treatment of personal data, please contact our data protection manager.

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
Should we have no contact with you for a period of nine months or more we may issue to your last known address, a disengagement letter and thereafter cease to act.

10. Electronic and Other Communication

10.1
Until you instruct us otherwise we may, where appropriate, communicate with you and with third parties vie email or by other electronic means.   The recipient is responsible for virus checking emails and any attachments. 

10.2
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.  

10.3
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.

10.4
Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day that the document was sent. 

11. Fees and Payment Terms 

11.1
Our fees may 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. 

11.2
If we provide you with an estimate of our fees for specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.  Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour with VAT being charged thereon.

11.3
Where requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment.  It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events.  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. 

11.4
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.  If applicable, please advise us of any such insurance cover that you have.  You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers. 

11.5
Our invoices are due for payment within 30 days of issue.  Our fees are exclusive of VAT which will be added where it is chargeable.  Any disbursements/expenses incurred on your behalf in the course of carrying out our work will be added to our invoices where appropriate. 

11.6
Our fees can be settled by cheque, monthly standing order, payment direct into our bank account or by debit/credit card. 

11.7
Where we agree that our fees can be paid by monthly instalments we do not chrge interest or charges except for default charges.  As these terms have been agreed after 18March 2014 this instalment agreement is not a regulated credit agreement.

11.8
We may ask clients to pay by monthly direct debit and periodically to adjust the monthly payment by reference to actual billings.

11.9
Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.  If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.

11.10
We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998.  We reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed.  We intend to exercise these rights only where it is fair and reasonable to do so. 

11.11
If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due. 

12. Help us Give You the Best Service

12.1
We are committed to providing you with a high quality service that is both efficient and effective.  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 let us know by contacting the partner dealing with your affairs.

12.2
We will consider carefully any complaint you may make about our service as soon as we receive it and do all we can to explain the position to you.  We will acknowledge your letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.

12.3
If we do not answer your complaint to your satisfaction you may, of course, take the matter up with our professional body, the ICAEW.

12.4
Should we be unable to resolve your complaint you may also be able to refer your complaint to an alternative dispute resolution (ADR) provider to try and reach a resolution.  We will provide details of an ADR provider if we cannot resolve your complaint using our internal procedures.  This is in addition to your ability to complain to the ICAEW.

13. Intellectual Property Rights and Use of Our Name

13.1
We will retain all intellectual property rights on any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.

13.2
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.

14. Interpretation

14.1
If any provision of the engagement letter is held to be void, then that provision will be deemed not to form part of this contract.  In the event of any conflict between these terms and conditions of business and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules of services will take precedence.

15. Internal Disputes Regarding Clients 

15.1
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, 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 to the nominated person.  If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken. 

16. Investment Advice 

16.1
Investment business is regulated under the Financial Services and Markets Act 2000.

16.2
If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority as we are not authorised to give such advice.  However, as we are licensed by the ICAEW, we may be able to provide certain investment services where these are complementary to, or arise out of, the professional services we are providing to you.  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.  Further information about the scheme and the circumstances in which grants may be made is available on the ICAEW's website: www.icaew.com/cacs.

17. Lien 

17.1
Insofar as we are permitted to do so by law or 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.

18. Limitation of Third Party Rights

18.1
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.

19. Period of Engagement and Termination 

19.1
Unless otherwise agreed in the engagement letter our work will begin when we receive your implicit or explicit acceptance of that letter.  Except as stated in that letter we will not be responsible for periods before that date. 

19.2
Each of us may terminate this agreement by giving not less than 21 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately.  Termination will be without prejudice to any rights that may have accrued to either of us prior to termination. 

19.3
We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

19.4
In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately.  In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. 

20. Professional Rules and Statutory Obligations

20.1
We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of the ICAEW and will accept instructions to act for you on this basis.  In particular, you give us the authority to correct errors made by HMRC if 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 office. The requirements are also available online at icaew.com/en/membership/regulations-standards-and-guidance.

20.2
We confirm that we are statutory auditors eligible to conduct audits under the Companies Act 2006. When conducting audit work, we are required to comply with the Ethical and Auditing Standards issued by the FRC, which can be accessed online at www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors.aspx. We are also required to comply with the Audit Regulations and Guidance which can be accessed at icaew.com/en/technical/audit-and-assurance/working-in-the-regulated-area-of-audit.

21. Quality Control

21.1
As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body.  These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our staff. 

21.2
When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct.  To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner.  For more information about ‘Your Charter’ for your dealings with HMRC, visit www.gov.uk/government/publications/your-charter.  To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

22. Reliance on Advice

22.1
We will endeavour to record all advice on important matters in writing.  Advice given orally is not intended to be relied upon unless confirmed in writing.  Therefore, if we provide oral advice (for example during the course of a meeting or telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed in writing. 

23. Retention of Papers 

23.1
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. Documents and records relevant to your financial affairs are required by law to be retained, as follows: 

    Individuals, trustees and partnerships:

a)     with trading or rental income: five years and 10 months after the end of the tax year

b)     otherwise: 22 months after the end of the tax year.

     Companies, LLPs and other corporate entities:

c)     six years from the end of the accounting period

23.2
Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old except documents we think may be of continuing significance.  You must tell us if you require the return or retention of any specific documents for a longer period. 

24. The Provision of Services Regulations 2009 

24.1
We are registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales.  Details of our audit registration can be viewed at www.auditregister.org.uk for the UK, under reference number:  CØØ4124832.

24.2
Our professional indemnity insurer is:  Aon Risk Solutions of Eastwood House, Glebe Road, Chelmsford, Essex, CM1 1QW.  The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America, US Virgin Islands or Canada and excludes any action for a claim brought in any Court in the United States of America, US Virgin Islands or Canada.  

25. Timing of Our Services

25.1
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 to meet any regulatory deadlines.  However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

26. Consumer Cancellation Rights

With regards to work undertaken for you personally, as opposed to your business, the following cancellation rights will apply:

26.1
Right to cancel 

If the contract was agreed at our business premises, cancellation rights given to consumers under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 will not apply.

26.2
Agreement off premises

Should agreement to act be reached away from our premises, then the following will apply: 

26.2.1
You have the right to cancel within 14 days without giving any reason.  The cancellation period will expire after 14 days from the date you enter into the contract.

26.2.2
To exercise your right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g., a letter sent by post, fax or email).

26.2.3
To meet the cancellation deadline, it is sufficient for you to send your communication before the cancellation period expires.

26.3
Effect of cancellation

26.3.1
If you cancel the contract, we will reimburse you for all payments received from you.  We will make the reimbursement without undue delay and not later than 14 days from the day on which we are informed about your decision to cancel the engagement.  We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement. 

26.4
Commencement of services

26.4.1
We will not begin work on any services before the expiry of the cancellation period unless you specifically instruct us to do so.

26.4.2
If, during the cancellation period, you have asked us in writing to begin the performance of our services and then cancel, you will agree to pay us a proportional amount for the services performed up to the date of your cancellation, compared with the total amount for the whole assignment.

SCHEDULE 1

This Schedule 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) of the GDPR.

1. Subject matter and duration of the processing of client personal data
 
The subject matter and duration of the processing of the client personal data are set out in the engagement letter between us.

2. The nature and purpose of the processing of client personal data
 
We will process client personal data with regards to performing payroll services on your behalf as detailed in Schedule 6 of our engagement letter.

3. The types of client personal data to be processed
 
The types of personal data to be processed are full name, address, date of birth, sex, marital status, previous names, nationality, contact details, NI number, tax code, pay details and pension details, together with any other data necessary to provide the services agreed.

4. The categories of data subject to whom the client personal data relates
 
The data subject to whom the client personal data relates is employees of the client.

5. Your obligations and rights
 
Your obligations and rights are set out in the engagement letter between us.

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