The following terms of business apply to all engagements accepted by North Hill Finance Limited trading as North Hill Chartered Accountants & Business Advisors and North Hill. All work is carried out under these terms except where changes are expressly agreed in writing.
We reserve the right to update these terms at any time. For an up to date view of our current Terms of Business, please refer to our website.
The terms below should be read in conjunction with our Privacy Notice which can be found at: https://northhillfinance.com/privacynotice.
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 on any basis. 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 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, 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.
2.2 If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.
2.3 Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.
3. Client money
3.1 We may, from time to time, hold money on your behalf. The money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
3.2 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 whom they relate has remained untraced for five years or we as a firm cease to practise then we may pay those monies to a registered charity.
3.4 We are required under ICAEW’s Client Money Regulations to appoint an alternate to administer the client bank account in the event of the death or incapacity of the principal. In the event that North Hill offers Client Money services in the future, the contact details of this person will be updated in our Terms of Business at that time.
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 with ours. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.
5. Complaints
5.1 We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, then please contact the director on your account. You can also contact us on our customer support email address help@northhillfinance.com. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. All complaints will be responded to within 28 days.
5.2 If you raise any concerns which we cannot address to your satisfaction, then you have the right to take that issue up with our regulator ICAEW.
6. Confidentiality
6.1 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.
6.2 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 as we take in respect of the confidentiality of our own information.
6.3 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.
6.4 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.
6.5 We may, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms. For further information on how we will protect your data, please refer to our Privacy Notice.
6.6 Where appropriate, where we use external or cloud-based systems, we will ensure confidentiality of your information is maintained.
6.7 This applies in addition to our obligations on data protection in section 8.
7. Conflicts of interest
7.1 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. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.
7.2 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.
8. Data Protection Data Controller
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 UK GDPR and any other 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;
‘UK GDPR’ means the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020; and
‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020.
8.2 We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
8.3 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://northhillfinance.com/privacynotice 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.
8.4 Should you require any further details regarding our treatment of personal data, please contact our Data Protection Officer (Mark O’Hanrahan - see section 15 of our Privacy Notice).
8.5 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 at https://northhillfinance.com/privacynotice contains further details as to how we may process client personal data.
8.6 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 United Kingdom. We will only disclose client personal data to a third party (including a third party outside of the UK) provided that the transfer is undertaken in compliance with the data protection legislation.
8.7 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
8.8 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.
8.9 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, from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or a complaint or any adverse correspondence 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 the Information Commissioner’s Office or any other supervisory authority; or
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.
8.10 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.
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. Should we have no contact with you for a period of 6 months or more we may issue to your last known address a disengagement letter and hence cease to act.
10. Electronic and other communication
10.1 Unless you instruct us otherwise, we may, if appropriate, communicate with you and with third parties by email or 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 in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or 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 when electronic submission is mandatory.
10.3 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 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 Note particularly for new clients or new pieces of work for existing clients, we require reliable information and representations to be made to us for an estimate of the fee.
11.3 Where misrepresentations and/or adjustments in representations are made to us by you, deliberate or not, and additional services are then required, we reserve the right to bill additional fees to perform these services.
11.4 We reserve all rights to revise estimated fees (typically either on closer inspection of the books and records, once new information has come to light or once work has commenced). We will endeavour to do this as soon as is feasibly possible to do so. Note, it may not always be possible to notify you in advance of such revisions. See 11.12 & 11.13 below.
11.5 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. Note, it may not always be possible to notify you in advance of a revised fee estimate - see 11.12 & 11.13 below.
11.6 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. Other than where such insurance was arranged through us 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.
11.7 Unless we have agreed with you a monthly Direct debit arrangement, we will bill you periodically upon completion of work, and our invoices will be due for payment within 10 working days of issue. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred while carrying out our work for you will be added to our invoices where appropriate.
11.8 Where our fee is taken by monthly Direct Debit, the first payment date and subsequent payment date each month will be advised to you upon agreement of the engagement terms.
11.9 Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
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 also 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 7 days of receipt, failing which you will be deemed to have accepted that payment is due.
11.12 Where instructions are given to us in real time for a piece of work that is outside of the services for which we have been engaged, we reserve the right to bill additional fees for this work. Please note, in these circumstances, it is not typically possible to issue a revised fee estimate in advance of performing the work. Clients are responsible for understanding fully what is included within the scope of their engagement and therefore where additional fees will arise above a previously submitted quotation.
11.13 For some pieces of work (including but not limited to,those that are outside of the items for which we have been engaged and/or are bespoke to a particular client) it is not always possible for us to estimate a fee in advance.
11.14 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, directors, or parent company giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
12. Implementation
12.1 We will only assist with implementation of our advice if specifically instructed and agreed in writing.
13. Intellectual property rights
13.1 We will retain all intellectual property rights in 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 our engagement letter or terms of business 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 of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
15. Internal disputes within a client
15.1 If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, 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 registered office or normal place of business for the attention of the directors, partners or trustees. If conflicting advice, information or instructions are received from different directors, partners or trustees 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 by the Financial Services and markets Act 2000. 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 Services Authority as we are not.
17. Lien
17.1 Insofar as we are 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 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 our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter (or continued instructions to act after sending the letter). Except as stated in that letter we will not be responsible for periods before that date.
If we continue to receive instructions before receiving a signed copy of the engagement letter, we will treat that as acceptance of all the terms of the engagement and its terms will apply to all previous and future work that we have carried out/will carry out on a client’s behalf.
19.2 We may terminate our agreement with you at any time by giving you not less than 28 days’ notice in writing 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.
We reserve the right to issue 28 days termination notice for all of our service offerings (including subscriptions).
You may terminate our agreement with us by giving us not less than 28 days’ notice in writing (unless on a deliverables subscription plan - see below).
Any commenced unfinished works in progress will be completed in line with the initial proposal from us to you and invoiced in line with our normal terms.
We reserve the right to immediately invoice you for time and associated costs already expended on work in progress existing at the time of notice being given to us by you.
For our subscription packages (deliverables billed in 12 monthly instalments) there is a minimum 12 month commitment term to us from clients. Any terminations received by us from subscription clients during the commitment term are subject to a termination fee equivalent to the fee yet to be paid for the remainder of the commitment period.
The termination fee becomes payable to us within 10 days of termination notice being served to us by the client. It is at our sole discretion as to whether we vary the terms for the payment of the termination fee.
For our subscription packages, we reserve the right to impose a termination fee (equivalent to the fee yet to be paid for the remainder of the commitment period) where we are forced to resign from the engagement. This might be for example, because of not receiving requested data/cooperation to provide our services (see section 24).
19.3 In the event of the termination of our 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.
19.4 For new clients, within the first 30 days of the engagement, either the new client or North Hill can cancel the engagement at any time and without notice. Please note that unless due to negligence the fee for the first month’s work is typically non-refundable (even if the arrangement is cancelled within the first 30 days).
This 30 day termination period does not apply to already existing clients (e.g. where the client has signed a contract for a subsequent term after engaging in a prior period).
19.5 Where a client has engaged us to provide our services on a recurring basis as part of a subscription plan, it is the client’s responsibility to make data available to us such that we can provide the services engaged for. Where a client engages us and is subsequently unable to receive the services (for example, due to organisational issues or other changes), the client will still be billed in accordance with the agreed subscription terms. Early termination of a subscription plan will be subject to a termination fee as described in 19.2 above.
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 ICAEW including Professional Conduct in Relation to Taxation 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. The requirements are available online at icaew.com/en/membership/regulations-standards-and-guidance.
21. Quality control
21.1 As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and 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 https://www.gov.uk/government/publications/hmrc-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 a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing. Advice is valid as at the date it was given.
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 if requested. Documents and records relevant to your tax 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, Limited Liability Partnerships, and other corporate entities:
c) six years from the end of the accounting period.
23.2 Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.
24. Data requests
24.1 In order to perform our services, we require access to client books, records, and other data.
While we endeavour to create minimal disruption in making these requests, we require full and absolute cooperation in facilitating our requirements.
24.2 As standard we will send a follow up reminder where we have not received a data request.
24.3 We cannot be held liable for issuing agreed deliverables where we have not received the requested data required for their provision.
24.4 Where we continue to not receive data requests, we may choose to terminate our agreement. We consider this scenario to be a breach to our terms and as such a termination fee may be implemented as in section 19 above.
25. Help us to give you the best service
25.1 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 us at help@northhillfinance.com or raise the issue with the Director managing your account.
25.2 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.
25.3 If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW.
25.4 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 ICAEW.
26. Timing of our services
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.
27. The Provision of Services Regulations 2009
27.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is AXA XL Insurance Company UK Limited.