Effective January 2024
The following standard terms of business apply to all engagements accepted by The Swan Partnership LLP. All work conducted is subject to these terms except where changes are expressly agreed in writing.
The Swan Partnership LLP conducts its business with integrity, transparency and fairness. We are committed to the prevention of the facilitation of tax evasion as we recognise the importance of fostering a positive culture of tax compliance and maintaining the confidence of our clients, our business partners and the tax authorities. We do not and will not work with others who do not share our commitment to preventing the facilitation of tax evasion. Acceptance of these terms and conditions by any client is considered to be confirmation of their commitment to the above standards and of their intention to implement and maintain controls and procedures to prevent the facilitation of tax evasion.
1. Professional Obligations
1.1 We will observe the byelaws, regulations and code of ethics of Association of Chartered Certified Accountants (ACCA) and accept instructions to act for you on the basis that we will act in accordance therewith, copies of which can be found at www.accaglobal.com, in English.
1.2 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 pronouncements applicable to this engagement.
1.3 We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.
1.4 We do not undertake audit work.
2. Investment Services
2.1 We are not authorized to conduct investment advice.
2. The firm may receive commission from any introduction to a Permitted Third Party (PTP) in connection with the above, in which case you will be fully informed of the size and nature of such commission. We may request that you allow us to retain such commissions to cover our costs in connection with the above services, but permission will be sought separately from you in these circumstances. It should however be stressed that the receipt of commission is not our preferred method and where possible will seek to invoice any time costs involved to the PTP for settlement by them.
2.3 If you are dissatisfied in any way about our services described in this section, you should follow the procedures set out in the ‘Help us to give you the right service’ section.
3. Commissions or other benefits (non- investment business)
3.1 Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or other benefits being retained by us without our being liable to account to you for any such amounts.
3.2 It should be stressed that the receipt of commission is not our preferred method and where possible will seek to invoice any time costs involved to the third party for settlement by them.
4. Client monies
4.1 We do not accept or manage client monies.
5. Fees
5.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff, and on the levels of skill and responsibility involved.
5.2 If it is necessary to conduct work outside the responsibilities outlined in the engagement letter it will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records, etc., are completed to the agreed stage.
5.3 Invoices are payable in full on presentation and may be rendered at any time during the course of our work at our discretion. We may refuse to sign a report or make copies of documents available, should our fees remain unpaid.
5.4 Should our fees remain unpaid after 30 days, we have the right to charge interest on the outstanding amount at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.
5.5 VAT will be added where applicable to invoices issued by us. Our VAT registration number is 439 1014 16.
We may offer you the facility to pay our professional fees by instalments no greater than twelve such instalments in a twelve-month period. We do not charge interest or charges (except for default charges) for such an arrangement. As these terms will be agreed after 18 May 2015, no instalment
5.6 We may offer you the facility to pay our professional fees by instalments no greater than twelve such instalments in a twelve-month period. We do not charge interest or charges (except for default charges) for such an arrangement. As these terms will be agreed after 18 May 2015, no instalment agreement is not a regulated credit agreement.
6. Retention of and access to records
6.1 During the course of our work, we will collect information from you and others acting on your behalf and will return any original documents to you once we have concluded our work. You should retain these and any other related records for at least seven years from the end of the accounting or tax year to which they relate.
6.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document, you must notify us of that fact in writing.
7. Quality Control
7.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. Our reviewers are experienced and professionally qualified people and are, of course, bound by the same requirements of confidentiality as our principals and staff.
8. Help us to give you the right service
8.1 If at any time 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 or have any concerns regarding conflicts of interest, please let us know, by telephoning or writing to our Compliance Partner, Bob Edwards.
8.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with our professional body. Their website address is www.ACCAglobal.com.
8.3 Should the services we provide to you include a legal service and you have a complaint in respect of that specific service, please let us know by contacting our Head of Legal Practice, Anne Smith.
8.4 We undertake to look into any complaint in respect of a legal service carefully and promptly and we will do all we can to resolve it. We will acknowledge your letter within five business days of its receipt and endeavour to deal with it within eight weeks. If we do not deal with your complaint in this timescale or if you are unhappy with our response, you may of course take up the matter with The Legal Ombudsman.
9. Applicable Law
9.1 This engagement letter is governed by and construed in accordance with English law. The Courts of England & Wales will have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and any matter arising from it. 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 inappropriate forum, or to claim that those courts do not have jurisdiction.
9.2 Our official and postal address for the purpose of service of documents is:
47 Royal Avenue, Leamington Spa, CV32 7EG.
9.3 The ACCA require member firms to carry professional indemnity insurance and specify a minimum level for such cover, although our cover is significantly greater. We have worldwide geographical cover and worldwide jurisdiction excluding USA and Canada. Details of our insurer and policy number are set out within the legal notice page of our website. swanpartnership.biz
10. Internet communication
10.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
10.2 It is the responsibility of the recipient to conduct a virus check on any attachments received.
11. Data Protection
11.1 To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation, including the Data Protection Act 2018, the General Data Protection Regulation (GDPR) and any related regulations.
11.2 You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.
11.3 Our privacy notice, which can be found on our website at swanpartnership.biz explains how we process personal data in respect of the various services that we provide. If you cannot access our website, please request a copy from Jacqui Edwards, our Office Administrator.
11.4 Further to the introduction of GDPR we can offer to encrypt email correspondence containing personal confidential information. In order for us to exchange encrypted emails, we use a software package called Egress Switch. If you would like us to proceed in this manner, please advise and we can then assist you if required. This, however, is not our preferred option and some clients and intermediaries have reported difficulties when utilising this software. We therefore include an opt out within our acceptance of terms.
12. Contracts (Rights of Third Parties) Act 1999
12.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this engagement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
12.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
13. Money laundering
13.1 As with other professional services firms deemed to be involved in a regulated activity, we are required, in order to comply with the Money Laundering Regulations 2017 (MLR) as updated for the 5th Anti-Money Laundering Directive (5MLD), to identify our clients for the purposes of UK anti-money laundering legislation. We may therefore request you retain on file information and documentation for these purposes. Further, we may use information obtained from you to undertake an on-line check. If we are unable to obtain satisfactory evidence of your identity within a reasonable time, it may be necessary for us to withdraw from the appointment.
13.2 We have a duty under the Proceeds of Crime Act 2002 (POCA) to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
13.3 The offence of money laundering is defined by POCA and includes the acquisition, possession or involvement in arrangements for concealing the benefits of any activity that constitutes a criminal offence in the UK. This definition is very wide and would include:
- tax evasion through, for instance, the deliberate understatement of income or overstatement of expenses; or
- deliberate failure to inform the tax authorities of known underpayments.
13.4 We are obliged by law to report to NCA without your knowledge and consent and in fact we would commit the criminal offence of tipping off under POCA were we to inform you of any suspicions or that a report had been made.
13.5 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under POCA, MLR and 5MLD in accordance with the guidance published by ACCA.
14. Limitation of liability
14.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
14.2 You agree to hold harmless and indemnify us against any misrepresentation, whether 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 provided to you by the firm against any of our employees on a personal basis.
14.3 Where we arrange an introduction to a PTP, other professional or any other third party, we do not accept liability for any advice they may provide, or any product, arrangement or scheme advanced by them.
15. Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
15.1 In certain circumstances, clients deemed for the purposes of these regulations to be consumers, are entitled to cancel their instructions to us.
15.2 When we accept your request to advise you or act for you, as a Consumer, we effectively enter into a contract with you.
On-Premises Contract
15.3 Normally if you attend our offices in person (we meet you face to face) and we agree to accept your instructions, then the contract between us will be entered into “on our premises” (i.e., an “on premises contract”). Then provided we have given you sufficient information for you to make an informed decision e.g., an indication of the overall fees and disbursements then no right to cancellation normally arises and you will be liable for the fees and disbursements incurred in fulfilling your requests and instructions.
Off-Premises Contract
15.4 If, however, we meet you in person but away from our offices e.g., at your home, then if we agree to accept your instructions, you will have the right to cancel the contract (i.e., an off- premises contract) as set out below.
Distance Contract
15.5 Also, if we have not met you in person and only communicated with you by phone, email, letter or fax to accept your instructions (i.e., a distance contract) then similar rights of cancellation arise.
Rights of Cancellation
15.6 Where a right of cancellation exists, you have the right to cancel this contract within 14 days without giving any reason. This is sometimes called a “cooling off” period and gives you the opportunity to change your mind.
The cancellation period will expire 14 days from the date we accept your offer to act for you. This will be the date shown on our initial engagement letter which we will send to you. The engagement letter together with our Standard Terms of Business set out the main characteristics and scope of the services we are providing to you. They will tell you what we will and will not do and explain your responsibilities. This information should enable you to make informed decisions about your matter. If you are unclear about any information, we provide then please do not hesitate to contact us for further information.
To exercise the right to cancel, you must, within seven working days of receiving these terms, inform us by letter, fax or email sent to our offices at 47 Royal Avenue, Scarborough, YO11 2LS or email to the email address on our letter of engagement, a clear statement of your decision to cancel this contract.
To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Effects of cancellation
15.7 If you cancel this 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 this contract.
We will normally 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.