VA-Online Terms and Conditions of Business
Introduction
It is important that there is clarity in relation to terms of engagement and business for me and my clients. The terms set out below are based on standard Association of Accounting Technicians (AAT) practice and reflect the level of services which I provide and an appropriate level of clarity and protection for both parties:
Applicable Law
My engagement letter, the schedule of services and my 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.
Parties, Period of Engagement & Termination
These Terms and Conditions apply to the provision of the services detailed in the engagement letter by Stephanie Mogg trading as VA-Online. Unless otherwise agreed in the engagement letter my work will begin when I receive your written acceptance of that letter.
Working hours will be agreed upon and detailed in the engagement letter. I will endeavour to respond to any communication on the next working day (working days are classed Monday to Friday 09:00-16:30) for retained clients, this may be longer for pay as you go clients.
Each of us may terminate this agreement by giving not less than 1 months notice in writing to the other party except where you fail to cooperate reasonably or I have reason to believe that you have provided me or HMRC with misleading information, in which case I may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
In the event of termination of this contract, I will endeavour to agree with you the arrangements for the completion of work in progress at that time; unless I am required for legal or regulatory reasons to cease work immediately. In that event, I shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
In the event of termination of this contract (via either party) I will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Client identification
As with other professional services firms, I am required to identify my clients for the purposes of the UK anti-money laundering legislation. I may request from you, and retain, such information and documentation as I require for these purposes and/or make searches of appropriate databases.
Confidentiality
Communication between us is confidential and I shall take all reasonable steps to keep confidential your information except where I am required to disclose it by law, by regulatory bodies, by my insurers or as part of an external peer review. Unless I am authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
I may, on occasions, subcontract work on your affairs to other professionals. The subcontractors will be bound by my client confidentiality terms and I will request your express permission in advance.
I reserve the right, for the purpose of promotional activity, training or for similar business purposes, to mention that you are a client. As stated above I will not disclose any confidential information.
Communication
Both parties will agree on a safe and secure system of transferring confidential documents and information between us and I will not be liable for data that is not securely transmitted to me. Unless you instruct me otherwise I will communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. I 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 I cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch. Nor can I accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material.
Data Protection
I confirm that I will comply with the provisions of the Data Protection Act 2018 when processing personal data about you, your company, employees or individuals involved or related to the aforementioned. In order to carry out the services of this engagement and for related purposes such as updating and enhancing my client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention I may obtain, process, use and disclose personal data about you.
Fees and Payment Terms
Fees are payable monthly in advance and I will provide you with an invoice for the coming period in the month prior. Any expenses (including telephone charges for phone-based work, postage and consumables) incurred in the course of carrying out my work for you will be added to the invoice where appropriate.
Any unused hours as agreed in the engagement letter may not be carried over to subsequent periods by the client without prior written agreement from both parties.
Hours worked are logged and charged in 15 minute increments with a minimum invoice amount of one hour. If it becomes apparent to me that the invoiced time/fees are inadequate to cover the agreed work, I will notify you so that we can agree to a revised increase. My fees do not include the costs of any third party, counsel or other professional fees.
It is my practice to review my fees annually and where necessary I will make an increase to cover the cost of inflation.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your VAT affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through me you will need to advise me of any such insurance cover that you have. You will remain liable for my fees regardless of whether all or part are liable to be paid by your insurers.
Once an invoice becomes overdue, no further work will be undertaken and I reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. I intend to exercise these rights only where it is fair and reasonable to do so.
Intellectual Property Rights
I will retain all copyright in any document prepared by me during the course of carrying out the engagement save where the law specifically provides otherwise.
Insurance and Limitation of Liability
The level of liability insurance I carry is £100,000. If you wish me to take out additional insurance, I am happy to do so if you agree to pay the additional cost. Normally this is an annual cost, and it may not be possible to refund the charge if you do not use us for the exact year that our insurance runs. You can ask us for a copy of our current certificates of cover and policy terms.
I will provide my services with reasonable care and skill. My liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.
I will not be liable if such losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision of incomplete, misleading or false information or if they are caused by a failure to act on my advice or a failure to provide me with relevant information.
I will not be liable to you for any delay or failure to perform my obligations under this engagement letter if the delay or failure is caused by circumstances outside my reasonable control.
I will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service I am providing is withheld or concealed from me or misrepresented to me. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to me without further enquiry beyond that which it would have been reasonable for me to have carried out in the circumstances.
You agree to indemnify me and my agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible for my advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at my usual rates for the time that we spend in defending it.
Professional Rules and Statutory Obligations
I will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Accounting Technicians and will accept instructions to act for you on this basis. In particular you give me the authority to correct errors made by HMRC where I become aware of them. I will not be liable for any loss, damage or cost arising from my compliance with statutory or regulatory obligations. The requirements are also available on-line at https://www.aat.org.uk/.
Reliance on Advice
I 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 I provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by me in writing.
Retention of Financial Papers
You have a legal responsibility to retain documents and records relevant to your VAT affairs. During the course of our work I may collect information from you and others relevant to your VAT affairs. I will return any original documents to you if requested. Documents and records relevant to your VAT affairs are required by law to be retained as follows:
Individuals, trustees and partnerships with trading or rental income: 5 years and 10 months after the end of the tax year otherwise: 22 months after the end of the tax year;
Companies, LLPs and other corporate entities 6 years from the end of the accounting period;
Whilst certain documents may legally belong to you I may destroy correspondence and other papers that I store, electronically or otherwise, which are more than 7 years old. You must tell me if you require the return of any specific document or their retention for a longer period.
The Provision of Services Regulations 2009 ('Services Directive')
In accordance with my professional body rules, I am required to hold professional indemnity insurance. Details about the insurer and coverage can be found at www.va-online.co.uk.
AAT is a registered charity. No. 1050724
Introduction
It is important that there is clarity in relation to terms of engagement and business for me and my clients. The terms set out below are based on standard Association of Accounting Technicians (AAT) practice and reflect the level of services which I provide and an appropriate level of clarity and protection for both parties:
Applicable Law
My engagement letter, the schedule of services and my 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.
Parties, Period of Engagement & Termination
These Terms and Conditions apply to the provision of the services detailed in the engagement letter by Stephanie Mogg trading as VA-Online. Unless otherwise agreed in the engagement letter my work will begin when I receive your written acceptance of that letter.
Working hours will be agreed upon and detailed in the engagement letter. I will endeavour to respond to any communication on the next working day (working days are classed Monday to Friday 09:00-16:30) for retained clients, this may be longer for pay as you go clients.
Each of us may terminate this agreement by giving not less than 1 months notice in writing to the other party except where you fail to cooperate reasonably or I have reason to believe that you have provided me or HMRC with misleading information, in which case I may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
In the event of termination of this contract, I will endeavour to agree with you the arrangements for the completion of work in progress at that time; unless I am required for legal or regulatory reasons to cease work immediately. In that event, I shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
In the event of termination of this contract (via either party) I will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Client identification
As with other professional services firms, I am required to identify my clients for the purposes of the UK anti-money laundering legislation. I may request from you, and retain, such information and documentation as I require for these purposes and/or make searches of appropriate databases.
Confidentiality
Communication between us is confidential and I shall take all reasonable steps to keep confidential your information except where I am required to disclose it by law, by regulatory bodies, by my insurers or as part of an external peer review. Unless I am authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
I may, on occasions, subcontract work on your affairs to other professionals. The subcontractors will be bound by my client confidentiality terms and I will request your express permission in advance.
I reserve the right, for the purpose of promotional activity, training or for similar business purposes, to mention that you are a client. As stated above I will not disclose any confidential information.
Communication
Both parties will agree on a safe and secure system of transferring confidential documents and information between us and I will not be liable for data that is not securely transmitted to me. Unless you instruct me otherwise I will communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. I 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 I cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch. Nor can I accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material.
Data Protection
I confirm that I will comply with the provisions of the Data Protection Act 2018 when processing personal data about you, your company, employees or individuals involved or related to the aforementioned. In order to carry out the services of this engagement and for related purposes such as updating and enhancing my client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention I may obtain, process, use and disclose personal data about you.
Fees and Payment Terms
Fees are payable monthly in advance and I will provide you with an invoice for the coming period in the month prior. Any expenses (including telephone charges for phone-based work, postage and consumables) incurred in the course of carrying out my work for you will be added to the invoice where appropriate.
Any unused hours as agreed in the engagement letter may not be carried over to subsequent periods by the client without prior written agreement from both parties.
Hours worked are logged and charged in 15 minute increments with a minimum invoice amount of one hour. If it becomes apparent to me that the invoiced time/fees are inadequate to cover the agreed work, I will notify you so that we can agree to a revised increase. My fees do not include the costs of any third party, counsel or other professional fees.
It is my practice to review my fees annually and where necessary I will make an increase to cover the cost of inflation.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your VAT affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through me you will need to advise me of any such insurance cover that you have. You will remain liable for my fees regardless of whether all or part are liable to be paid by your insurers.
Once an invoice becomes overdue, no further work will be undertaken and I reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. I intend to exercise these rights only where it is fair and reasonable to do so.
Intellectual Property Rights
I will retain all copyright in any document prepared by me during the course of carrying out the engagement save where the law specifically provides otherwise.
Insurance and Limitation of Liability
The level of liability insurance I carry is £100,000. If you wish me to take out additional insurance, I am happy to do so if you agree to pay the additional cost. Normally this is an annual cost, and it may not be possible to refund the charge if you do not use us for the exact year that our insurance runs. You can ask us for a copy of our current certificates of cover and policy terms.
I will provide my services with reasonable care and skill. My liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.
I will not be liable if such losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision of incomplete, misleading or false information or if they are caused by a failure to act on my advice or a failure to provide me with relevant information.
I will not be liable to you for any delay or failure to perform my obligations under this engagement letter if the delay or failure is caused by circumstances outside my reasonable control.
I will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service I am providing is withheld or concealed from me or misrepresented to me. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to me without further enquiry beyond that which it would have been reasonable for me to have carried out in the circumstances.
You agree to indemnify me and my agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible for my advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at my usual rates for the time that we spend in defending it.
Professional Rules and Statutory Obligations
I will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Accounting Technicians and will accept instructions to act for you on this basis. In particular you give me the authority to correct errors made by HMRC where I become aware of them. I will not be liable for any loss, damage or cost arising from my compliance with statutory or regulatory obligations. The requirements are also available on-line at https://www.aat.org.uk/.
Reliance on Advice
I 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 I provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by me in writing.
Retention of Financial Papers
You have a legal responsibility to retain documents and records relevant to your VAT affairs. During the course of our work I may collect information from you and others relevant to your VAT affairs. I will return any original documents to you if requested. Documents and records relevant to your VAT affairs are required by law to be retained as follows:
Individuals, trustees and partnerships with trading or rental income: 5 years and 10 months after the end of the tax year otherwise: 22 months after the end of the tax year;
Companies, LLPs and other corporate entities 6 years from the end of the accounting period;
Whilst certain documents may legally belong to you I may destroy correspondence and other papers that I store, electronically or otherwise, which are more than 7 years old. You must tell me if you require the return of any specific document or their retention for a longer period.
The Provision of Services Regulations 2009 ('Services Directive')
In accordance with my professional body rules, I am required to hold professional indemnity insurance. Details about the insurer and coverage can be found at www.va-online.co.uk.
AAT is a registered charity. No. 1050724
