Terms of Business

The following terms of business apply to all engagements accepted by Fergusson & Co Ltd. All work is carried out under these terms except where changes are expressly agreed in writing.

 

1.0       Applicable law

 

1.1       Our standard terms and conditions of business, together with our engagement letter and schedules 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 any engagement entered into by this firm 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.

 

2.0       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.

 

3.0       Client money

 

3.1       We may, from time to time, hold money on a clients behalf. The money will be held in trust in a client bank account, which is segregated from the firm’s funds.

3.2       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 which 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.

 

4.0       Complaints

 

4.1       We are committed to providing you with a high quality service that is both efficient and effective. However, 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 please let us know by writing to the Company Secretary or alternatively we will provide the name of another insolvency practitioner who will review matters and report back to you.
4.2       With regards to formal insolvency appointments if you are still not satisfied you can contact the Complaints Gateway operated by the Insolvency Service. Details of the Complaints Gateway are available at www.bis.gov.uk/insolvency .The Complaints Gateway may then liaise with the Association of Chartered Certified Accountants who are the professional body who regulate our insolvency work.
4.3       If the complaint relates to a non-insolvency related matter then please contact the Company Secretary. If you are still dissatisfied please liaise direct with the Association of Chartered Certified Accountants.

 

5.0       Confidentiality

5.1       Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.

5.2       We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by their own confidentiality terms.

 

6.0       Conflicts of interest

 

6.1       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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

6.2       If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above.

 

7.0       Data protection

 

7.1       We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data. In order to carry out the services under our engagement letter and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.

 

8.0       Disengagement

 

8.1       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 we may issue to your last known address a disengagement letter and cease to act.

 

9.0       Electronic and other communication

 

9.1       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.

9.2       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.

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

 

10.0    Fees and payment terms

 

10.1    Our fees in relation to a formal insolvency engagement are normally calculated strictly on a time-cost basis.  We are pleased to provide an estimate of the costs. In some cases it may become necessary for us to become involved in protracted negotiations and discussions with creditors such as H M Customs & Excise, the Inland Revenue and any lenders who may be involved and in that event the estimate may be exceeded.
10.2    When the notice convening the meeting of creditors or shareholders is dispatched it will include a statement to the effect that the resolutions to be taken at the meeting may include a resolution specifying the terms on which the insolvency practitioner is to be remunerated.  Where approved by creditors or shareholders (and assets permitting), our fees will be paid out of realisations.
10.3    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.

10.4    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.

10.5    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 and to seek your agreement thereto.

10.6    Our invoices will are due for payment upon presentation. Our fees are exclusive of VAT which will be added where it is chargeable. 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 where appropriate.

10.7    Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.

10.8    We reserve the right to charge interest on late paid invoices at the rate of 3% 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.

10.9    If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

 

11.0    Implementation

 

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

 

12.0    Intellectual property rights

 

12.1    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.

 

13.0    Interpretation

 

13.1    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.

 

14.0    Internal disputes within a client

 

14.1    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 the registered office or normal place of business for the attention of the directors or proprietors. If conflicting advice, information or instructions are received from different directors or principals in the business we will refer the matter back to the board of directors or the partnership and take no further action until the board or partnership has agreed the action to be taken.

 

15.0    Lien

 

15.1    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.

 

16.0    Limitation of third party rights

 

16.1    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.

 

17.0    Period of engagement and termination

 

17.1    Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.

17.2    Each of us may terminate our agreement by giving not less than 21 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 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.

17.3    In the event of 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.

 

18.0    Quality control

 

18.1    As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as our staff.

 

19.0    Reliance on advice

 

19.1    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.

 

20.0    Retention of papers

 

20.1    In respect of formal insolvency appointments we have a responsibility to secure the records. We use an external storage company to store the records. Records are destroyed once the assignment is completed in accordance with statute prevailing at the time.
20.2    In respect of other matters 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 financial affairs. We will return any original documents to you if requested.

20.3    Whilst 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. You must tell us if you wish us to keep any document for any longer period.

 

21.0    The Provision of Services Regulations 2009

 

21.1    We are registered to carry on Insolvency Work in England and Wales by the Association of Chartered Certified Accountants. Details of our insolvency registration are available from the Association or The Insolvency Service.

21.2    Our professional indemnity insurer is Arch Insurance (UK) Ltd of Plantation House South, 60 Great Tower Street, London, EC3R 5AZ. The territorial coverage is worldwide, excluding professional business carried out from an office in the United States of America or Canada, and excludes any action for a claim brought in any court in the United States or Canada.

21.3    In respect of formal insolvency appointments we are required under statute to arrange for a specific penalty bond to insure for the value of the assets passing through the insolvent estate. The costs of the specific penalty bond depend on the level of assets and are recharged in full to the estate.

 

22.0    LIMITATION OF LIABILITY

 

22.1    We shall be under no liability to you in any way in respect of any act, deed, thing or omission carried out by us in connection with acting for you in connection with an engagement unless such act, deed, thing or omission arises from the recklessness or willful misconduct of the firm.
22.2    In undertaking an engagement it is agreed that: you will not bring any claim of a kind  against any of our directors or employees on a personal basis.