Terms
of Engagement
This
sets out the basis on which we act as accountants, tax agents and
advisors and our respective responsibilities.
Your
Responsibilities as Director
As
director of the company you are responsible for ensuring the company
maintains proper accounting records for preparing accounts which give
a true and fair view and which have been prepared in accordance with
the Companies Act 1985. You are responsible for ensuring that, to
the best of your knowledge and belief, financial information, whether
used by the company or for the accounts, is reliable.
You
are also responsible for determining whether, in respect of the period
of account, the company meets the conditions for exemption from an
audit of the accounts set out in section 249A of the Act and for determining
whether, in respect of the period of account, the exemption is not
available for any of the reasons set out in section 249B.
You
are responsible for ensuring that the activities of the company are
conducted honestly and that its assets are safeguarded, and for establishing
arrangement designed to deter fraudulent or other dishonest conduct
and to detect any that occur.
You
are responsible for ensuring that the company complies with laws and
regulations applicable to its activities, and for establishing arrangements
designed to prevent any non-compliance with laws and regulations and
to detect any that occur.
You
have undertaken to make available to us, as and when required, all
the company's accounting records and related financial information,
including minutes of management and shareholders' meetings. You will
make full disclosure to us of all relevant information.
Where
financial information is published on the company's website or by
other electronic means, it is your responsibility to advise us of
any electronic publication before it occurs and to ensure that any
such publication properly presents the financial information. We reserve
the right to withhold consent to the electronic publication of the
financial statements if they are to be published in an inappropriate
manner.
It
is your responsibility to ensure there are controls in place to prevent
or detect quickly any changes to electronically published information.
We are not required to review such controls nor to carry out ongoing
review of the information after it is first published. The maintenance
and integrity of electronically published information is your responsibility
and we accept no responsibility for changes made to information after
it is first posted.
Preparation
and Maintenance of Accounting Records - Your Responsibilities
We
understand that you have agreed that you/your staff will, if necessary:
-
Keep
records of receipts and payments;
-
Reconcile
the balances monthly with the bank statements;
-
Post
and balance the purchase and sales ledgers;
-
Extract
a detailed list of ledger balances;
-
Prepare
details of the annual stocktaking, suitably priced and extended
in a form which will enable us to verify the prices readily by
reference to suppliers invoices;
-
Prepare
details of work-in-progress at the accounting date and make available
to us the documents and other information from which the statement
is complied;
-
Provide
an up to date schedule of assets including additions and disposals
in the year;
-
Provide
details of any movements on the Directors loan accounts eg. monies
introduced and sources of such introductions.
Our
Responsibilities for Preparing the Accounts
We
will complete your annual accounts based on the accounting records
maintained by you and the information and explanations given to us
by you. Where you request us to do so, we shall prepare draft annual
accounts for your approval.
We will advise you as to the adequacy of your records of preparation
of the annual accounts and make recommendations for improvements,
which we consider necessary.
We shall not be responsible if, as a result of you not taking our
advice, you incur losses or penalties. We will use due care and diligence
in the preparation of your accounts but will not be responsible for
errors arising from incorrect information supplied by you. Unless
you specifically instruct us to do so we will not carry out an audit
on your records. We have a professional duty to compile accounts,
which conform with generally accepted accounting principles. Furthermore,
the accounts of a limited company are required to comply with the
Companies Act 1985 and applicable accounting standards. Where we identify
that the accounts do not conform to accepted accounting principles,
or if the accounting policies adopted are not immediately apparent
this will be made clear in our report, if it is not clear in the accounts.
We will report, with any variations that we consider may be necessary,
that in accordance with your instructions and in order to assist you
to fulfill your responsibilities, we have complied, without carrying
an audit, the accounts from your accounting records and from the information
and explanations supplied to us.
Our
Responsibilities as Tax Agents and Advisers
We
will prepare from the accounting records and other information and
explanations provided by you the company's corporation tax computations.
We
will prepare the company's Corporations Self Assessment Tax Return
together with all supporting schedules. We will deal with the Inland
Revenue regarding any amendments required to the Return and prepare
any amended Returns, which may be required.
We
will send you the Tax Return for your approval and signature. We will
then submit it, with the accounts and computations, to the Inland
Revenue.
We
will tell you the amounts of corporation tax to be paid and the dates
by which the company should make the payments.
Where
the company's profit exceeds £1.5 million per annum, you are
required to make quarterly installments commencing six and half months
into the accounting period. Interest will be charged on installments
paid late and credited if paid early. If appropriate management information
is provided to us on a timely basis we will advise you whether quarterly
tax payments ought to be made.
We
will advise you as to possible claims and elections arising from the
Tax Return and from information supplied by you. Where instructed
by you, we will make such claims and elections in the form and manner
required by the Inland Revenue.
We
will deal with all communications relating to the company's Return
addressed to us by the Inland Revenue or passed to us by the company.
However, if the Inland Revenue choose the company's tax return for
enquiry this work may need to be the subject of a separate assignment/fee
note and we would refer you to the section below relating to fees.
Your Responsibilities for the Provision of Information for Tax Purposes
The
company is legally responsible for making correct returns by the due
date and for payment of tax in time. Failure to meet the deadlines
may result in automatic penalties/surcharges and/or interest.
To
enable us to carry out our work your agree:
a)
That all Returns are to be made on the basis of full disclosure of
sources of income, charges, allowances and capital allowances;
b)
To provide full information necessary for dealing with the company's
affairs: we will rely on the information and documents being true,
correct and complete and will not audit the information of those documents;
c)
Due to time constraints relevant to submission of limited company
accounts and Tax Returns, and to enable accounts/Tax Returns to be
prepared and submitted within the due dates you agree to provide all
relevant records/supporting schedules within a maximum period of 3
months from the allocated accounting year end date;
d)
That we can approach such third parties as may be appropriate for
information that we consider necessary to deal with your affairs;
e)
To forward to us on receipt all Inland Revenue notices of settlement,
letter and other communications received from the Inland Revenue to
enable us to deal with them as may be necessary within the statutory
time limits.
f)
To keep us informed about significant transactions or changes in circumstances
if they are likely to effect the company's tax position.
We
have submitted form 64-8 to the Inland Revenue, which authorises the
Inland Revenue to send us copies of formal notices. In practice the
Inland Revenue will treat this as authority to correspond with us,
in which case they will not correspond with the company except to
the extent that they are formally required to do so. However, this
authority does not apply to all Inland Revenue correspondence and,
even where it does, the Inland Revenue sometimes overlook it. You
should therefore always send us the originals or copies of all communications
you receive from the Inland Revenue.
General
Tax Advice & Other Taxation Services
We
will be pleased to assist the company generally in tax matters if
you so require. To enable us to do this you need to instruct us in
good time.
Because
tax rules change frequently you must ask us to review any advice already
given if a transaction is delayed or if an apparently similar transaction
is to be undertaken. It is our policy to confirm in writing advice
upon you may wish to rely.
We
will be pleased to advise on any of the following and you should instruct
us separately if any of these services are required:
Terms
of Business
Professional
Rules and Practice Guidelines
We
will observe the by-laws, regulations and ethical guidelines of the
Institute of Chartered Accountants in England and Wales and accept
instructions to act for you on the basis that we will act in accordance
with those guidelines. In particular, you give us authority to correct
Inland Revenue errors. Copies of these guidelines are available for
your inspection in our offices.
Retention
of Records
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
(or notify you to collect them from us) following preparation of the
company's accounts, subject to our fees for any such work having been
paid accordingly. You should retain them for 6 years from the 31 January
following the end of the accounting year.
Should for any reason, e.g. cessation of business, any records be
held in storage for a period longer than 3 months from final instruction
and due notification from ourselves relating to collection of records,
we reserve the right to make a charge on an annual/pro rata basis
of £50 plus VAT for storage in archives.
Conflicts
of Interest and Independence
You
agree that we may reserve the right to act during this engagement
for other clients whose interests are or may be adverse to yours,
subject to "Confidentiality" below. We confirm that we will
notify you immediately should we become aware of any conflict of interest
to which we are subject in relation to the company.
Confidentiality
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 pronouncements applicable
to our engagement.
You
agree that it will be sufficient compliance with our duty of confidence
for us to take such steps as we in good faith think fit to preserve
confidential information both during and after termination of this
engagement.
See also: Privacy Policy
Help
us Give the Best Service
We
wish to provide a high quality at all times. If at any time you would
like to discuss with us how our service could be improved or if you
are dissatisfied with the service you are receiving please let us
know by contacting Michael Brookes.
We
undertake to 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 that satisfactory service we undertake to do everything reasonable
to put it right. If you are still not satisfied you may if course
refer the matter to the Institute.
Contacts
(Rights of Third Party) Act 1999
A
person who is not a party to this Agreement shall have no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term
of this Agreement. This clause does not affect any right or remedy
of any person, which exists or is available otherwise than pursuant
to that Act.
The
advice which we give 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.
Limitation
of Liability
We
will provide the professional services outlined in this letter with
due care and diligence. However, we will not be responsible for any
losses, penalties, surcharges, interest or additional tax liabilities
arising from the supply by you or others of incorrect or incomplete
information, or from the failure by you or others to supply any appropriate
information within the time limits outlined within the terms of this
engagement, or your failure to act on our advice or respond promptly
to communications from us or the tax authorities.
You
agree to hold harmless and indemnify us against any misrepresentation
(intentional or unintentional) supplied to us orally or in writing
in connection with this agreement.
Applicable
Law
This
engagement letter is governed by and construed in accordance with
English law. 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 it may have to object to any action being brought in those
courts, to claim that that action has been brought in an appropriate
forum, or to claim that those courts do not have jurisdiction.
In
common with all accountancy and legal practices, the firm is required
by the Proceeds of Crime Act 2002 and the Money Laundering Regulations
2003 to:
-
Maintain
identification procedures for all new clients;
-
Maintain
records of identification evidence;
-
Report
in accordance with the relevant legislation and regulations to
the National Criminal Intelligence Service.
Agreement
of Terms
Period
of Engagement
This
engagement will commence as for the date of the letter of acceptance
of these Terms. Once agreed the letter of acceptance will remain effective
from the date of signature until it is replaced.
You or we may vary or terminate our authority to act on your behalf
at any time without penalty. Notice of variation or termination must
be given in writing.
In
due course we will require you to confirm your acceptance of these
Terms & Conditions, in writing, before we are able to act on your
behalf.
NPHAS
/ Dated 23 January 2007
