The following terms of business apply to all engagements accepted by Bo&Co Ltd also trading as Bo & Co. All work is carried out under these terms except where changes are expressly agreed in writing between the parties.

2.1. Unless otherwise agreed in the engagement covering 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.

2.2. Each of us may terminate this agreement by giving not less than 14 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.

2.3. In the event of termination of this contract, we will make all reasonable efforts to agree with you in writing 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.

3.1. 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 a telephone conversation) then such advice shall be confirmed by a member of the firm in writing, within 48 hours, so far as reasonably practical.

4.1. If during the provision of professional services to you, you need advice on investments, we will have to refer you to someone who is authorised by the Financial Services Authority, as we am not. 

4.2. Bo&Co Ltd is not authorised by the Financial Conduct Authority. 

5.1. In some circumstances, we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In this case, before such introduction, we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits. Subject to your prior written approval in advance of such introduction, you agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.

6.1. During our work, we will collect information from you and others acting on your behalf and will return any original documents to you following our work. You should retain them for 6 years from the 31 January following the end of the accounting or tax year. You should retain them for longer if HM Revenue & Customs enquire into your tax return.

6.2. Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish me to keep any document for any longer period.

7.1. We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours. We confirm that we will notify you immediately in writing should we become aware of any conflict of interest involving us and affecting you.

8.1. We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement. We may, on occasion, subcontract work on your affairs to other tax or accounting professionals, which shall be not subject to your prior written approval. The subcontractors will be bound by our client confidentiality terms.

9.1. In this clause [9], the following definitions shall apply:

‘client personal data’ means any personal data provided to me 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).

9.2. We shall only process the client personal data: 

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

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

(iii) 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 www.boandco.co.uk/privacy, contains further details as to how we may process client personal data.

10.1. As with other professional services 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, some information and documentation for these purposes and/or to make searches of appropriate databases. If we am not able to obtain satisfactory evidence of your identity within a reasonable time, there may be circumstances in which we are not able to proceed with the services contained in the engagement letter.

10.2. The provision of the services contained in the engagement letter is a business in the regulated sector under the Proceeds of Crime Act 2002 and, as such, we have to comply with this legislation which includes provisions that may require me to make a money laundering disclosure in relation to information obtained as part of our normal work. It is not practice to inform you when such disclosure is made or the reasons for it because of the restrictions imposed by the “tipping off” provisions of the legislation.

11.1. As part of our ongoing commitment to providing a quality service, our files may be periodically reviewed by an independent regulator or quality controller. These reviewers are highly experienced and professional people and, of course, are bound by the same rules of confidentiality.

12.1. We wish to provide a high quality of service at all times. If at any time you would like to discuss with us how we could improve our service, or if you are dissatisfied with the service you are receiving please let us know.

12.2. We will look into any complaint carefully and promptly and do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right. If you are still not satisfied you may of course refer the matter to our Association.

13.1. Unless you instruct us otherwise we may, where appropriate, 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.

13.2. 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. 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.

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

14.1. 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 under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15.1. We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities if you or others supply incorrect or incomplete information, or fail to supply any appropriate information or if you fail to act on our advice or respond promptly to communications from us or the tax authorities.

15.2. You will not hold us responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against the firm/company.

15.3. Unless there is a legal or regulatory requirement to do so, our work is not to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

16.1. Our fees are calculated on the basis of the time spent on your affairs at the appropriate levels of skill or responsibility involved, as well as the level of risk. Our fees will be billed regularly and will be due on 14 day terms. Our fees are exclusive of VAT. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices, subject to your prior written approval before such disbursements and/or expenses are incurred.

16.2. If we need to do work outside the responsibilities outlined in this letter, we will inform you in advance. This will involve additional fees and be subject to our prior written approval and/or a separate engagement letter agreed between the parties.

16.3. If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.

16.4. 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.

16.5. 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. You will need to 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.

16.6. If you do not accept that an invoiced fee is fair and reasonable and/or properly due, you must notify us in writing within 7 days of receipt, failing which you will be deemed to have accepted that payment is due.

16.7. If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due against the individual or Group Company.

16.8. We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed but subject to 14 days’ prior notification of our intention to take such action.

17.1. Insofar as we am permitted to 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 properly due outstanding fees and pre-approved disbursements are paid in full.

18.1. We will only assist with implementation of our advice if specifically instructed and agreed in writing.

19.1. We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

20.1. 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 normal place of business for the attention of those nominated by you from time to time. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter in writing back to your board of directors/the partnership and take no further action until your board/partnership has agreed in writing the action to be taken.

21.1. Should we resign or be requested to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

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

22.1. Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from or under them. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.

23.1. If any provision of this engagement letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract.

23.2. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.