Terms and Conditions

Appendix 1 – Terms and Conditions

Settlement of Fees

All invoices are payable upon presentation. You will be sent a reminder letter for all invoices unpaid after seven days of the date of invoice. We reserve the right to charge interest on overdue amounts. The annual interest rate will be 5% over the Bank of England base rate from the date that payment is due.

All fees paid are non-refundable, even where changes in legislation impact on advice previously given to you.

If any of our invoices remain unpaid after 6 months and we have to use a debt collection agency to recover our fees, then an additional fee shall be payable to cover the debt collection costs up to a maximum of 20% of the total fee outstanding.

Information and Documents

We must have access to all the information and documentation that we need to implement the arrangements. You therefore agree to provide us promptly with all information and documents that appear to you to be relevant to this matter and any other information or documents that we specifically request. We will rely on the information and documents being true, correct and complete and will not audit, test or check them.

We will assume that whoever gives instructions to us has authority to do so and we will be entitled to rely on any information provided to us by that person. Where instructions are given on behalf of a corporate entity or a partnership, we will assume that the terms have been brought to the attention of and approved by the directors of that entity or the partners of that partnership, as the case may be.

Other Advice

You will instruct any current professional advisers to provide us with all information we require and copy to us all items received from HMRC as soon as they receive them.

We are not advising on the Partnership law aspects, if any, which may arise from the setting up of the Limited Liability Partnership.

We are not advising on any non-taxation implications of the proposed transaction. Specifically, we are not advising on any legal implications of the proposed transaction, including whether the individual or partners where relevant have the capacity (or any power of attorney has appropriate powers) to effect the relevant transfers to a Limited Liability Partnership.

If you have any concerns regarding any legal implications, you should take advice from an appropriately qualified solicitor.

We shall be entitled to rely on advice given by any of your other advisers and on any information or undertakings provided by you or by others on your behalf.

We are not advising on your personal income tax position, nor on the personal income tax position of any of the partners in the Limited Liability Partnership.

Ethical and Practice Guidelines

We will observe the bye-laws, regulations and ethical guidelines of the Chartered Institute of Taxation (CIOT) and accept instructions to act for the company on the basis that we will act in accordance with those guidelines. In particular, you give us authority to correct HMRC errors where we become aware of them. A copy of these guidelines will be supplied to you on request. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.

Investment business is regulated under the Financial Services and Markets Act 2000 (FSMA)and this is regulated by the Financial Conduct Authority. This firm is not authorised by the Financial Conduct Authority or licensed by a Designated Professional Body to carry out investment business under the FSMA. If, during the provision of professional services to you, you need advice on investments, including insurances, we will be unable to advise you on these matters and will have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body.

Liability

We will perform the engagement with reasonable skill and care and acknowledge that, subject to the following provisions, we will be liable to you for losses, damages, costs or expenses (losses”) caused by our negligence or wilful default. You agree that:

• We will not be liable if such losses are due to the provision of false, misleading or incomplete information or documentation or due to any acts or omissions of any person other than ourselves, our employees or anyone acting on our behalf with our authorisation or if they are due to a failure to act on our advice or a failure to provide us with relevant information.

• We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the services we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, partners, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.

• Our aggregate liability, whether to you or any third party, of whatever nature, whether in contract, tort or otherwise for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall not exceed £100,000 (including interest). If, having considered the position, you feel that this.

£100,000 limitation on liability is too low and that additional professional indemnity insurance is required by us in respect of the transaction in question then please do not hesitate to discuss the position with us.

Nothing in this section of our letter shall impose on Crofton Bradfield Wealth Protection Limited any liability of any kind or for any amount which Crofton Bradfield Wealth Protection Limited would not have or preclude any defence which Crofton Bradfield Wealth Protection Limited would have but for this section. Nothing in this letter shall exclude or restrict any liability of Crofton Bradfield Wealth Protection Limited for fraud or dishonesty or to the extent that it cannot do so by law.

You undertake not to disclose our advice or any of its contents to any other person without our prior written consent. You agree to indemnify us and our agents in respect of any claim

(including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

We are only liable to you and to third parties to whom advice is expressly addressed. We shall have no liability to any other third parties, or for advice given or documents prepared in respect of one transaction if they are used or relied upon in any other transaction.

Where any loss is suffered by you and any other person is jointly and severally liable, the loss recoverable by you from us shall be limited so as to be in proportion, on a just and equitable basis, to our relative contribution to the overall fault of us, yourself and any other person in respect of the loss in question.

We will not be responsible for any failure to advise or comment on any matter which falls outside the scope of our instructions, including, without limitation, the matters referred to in the above paragraph headed ‘Other Advice’ nor to update any advice to take account of events or changes in the law that take place after it is issued. In particular, we will not be responsible for any unforeseen effects resulting from a change in legislation.

We will not be responsible or liable for any loss, damage or expense incurred or sustained if the draft documents provided by Crofton Bradfield Wealth Planning Limited are not implemented in accordance with our instructions.

In circumstances where we are required to recommend and instruct on your behalf other third parties, your approval will be sought before any such persons are instructed. No responsibility is accepted for any act, omission, breach or defect of any third parties so instructed on your behalf.

If we are affected by any circumstances beyond our reasonable control that prevent us from carrying out the work we have undertaken to perform for you, we will immediately notify you of the nature and extent of such circumstances. If, as a result of those circumstances,

we are unable to meet any deadline or complete the work we have agreed to do for you by any estimated date of completion or at all:

• Any such failure on our part will not constitute a breach of this agreement;

• We will not be otherwise liable to you for any such failure to the extent that it is attributable to any such circumstances notified to you; and
• Any estimated date for completion of the work will be extended accordingly.

The limitations on liability contained in this paragraph shall apply to all work carried out from inception of our work on this matter.

You agree that you have fully considered the provisions of this section and all the other provisions of this letter and that they are reasonable in the light of all the factors relating to this engagement. If any terms or provisions of this section are or become invalid, illegal or unenforceable, the remainder shall survive unaffected.

Conflict of Interest

If we have an interest in any business, we will write to tell you about it before conducting any transactions for you in that business.

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.

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. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as, or are adverse to yours, subject of course to the obligations of confidentiality referred to above.

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.

Confidentiality

Our advice to you is confidential and for your own purposes only. No other person may rely on the advice and we accept no responsibility to any other person. We will not disclose any confidential information which we obtain in dealing with the company tax or investment affairs to any other person without your permission except as required by law, Court proceedings, regulations, or professional duty. If, however, other professional advisers become involved we will assume, unless you notify us to the contrary, that we may disclose any such information to, and discuss it with such other advisers as necessary.

Documents of Me

We will hold all documents of title received from or for the Company to your order and at your risk.

Right of inspection

If you give reasonable notice in writing, you may inspect during office hours:

• a copy of any entry in our books, or electronic recording media, relating to any transaction carried out by us for you; and

• any contract notes or vouchers relating to any transactions entered into by us for you.

Ownership and Retention of Documents

All papers and documents we produce during our work for you will remain our property apart from correspondence on your behalf with HMRC and papers which you ask to be returned to you. We also retain the copyright and all intellectual property rights in all original material provided to you but, subject to payment in full of our fees, you will have the right to use that material for the purposes for which it was prepared, which to clarify is any purpose in relation to the ongoing operation of your property business. The material should not be used by you or any of your advisers for the purpose of providing the same services we are providing to you.

You agree to indemnify us in respect of any loss of potential fee income arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

Except as set out below, we reserve the right to destroy correspondence, records of transactions entered into and other papers that are more than seven years old unless you write to us telling us not to do so. If you do wish us to keep papers for a longer period or to retrieve stored papers, we will levy a fee according to our storage or retrieval costs for those documents.

You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax 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 by companies for 6 years from the end of the accounting period.

Quality of Service

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 by contacting Mike Pritchard.

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 the Chartered Institute of Taxation.

Electronic and other Communication

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 email 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.

In the case of emails and faxes you authorise us to act upon them as if they are original signed instructions where it appears to us (acting reasonably) that the email or fax is from the person it purports to be from.

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

It is the responsibility of the recipient to carry out a virus check on any attachments received.

Data Protection Act 1998 – (But see also the Privacy Schedule)

We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Mike Pritchard.

Client Identification

In common with all accountancy and legal practices, Crofton Bradfield Wealth Protection Limited is required to comply with the duties imposed by the Proceeds of Crime Act 2002, The Terrorism Act 2000 and the Money Laundering, Terrorist Financing, and Transfer of Funds (Information on the Payer) Regulations 2017.  Failure to perform these duties can result in fines and/or imprisonment.  Consequently, we are required to identify our clients and may request from you, and retain such information and documentation as required and/or make searches of electronic databases.

Additionally, we are required to:

• Maintain identification procedures for all new clients;

• Maintain records of identification evidence;

• Report, in accordance with the relevant legislation and regulations, to the Serious Organised Crime Agency (SOCA).

Your Data Protection access rights do not extend to reports made by us to SOCA.

Automatic exchange of information (AEOI), including Foreign Account Tax Compliance Act (FATCA)

Unless covered by a separate engagement letter or another schedule to this letter, we will not be responsible for compliance with the International Tax Compliance Regulations 2015, produced as a result of AEOI.

However, if required to do so, we can provide advice on requirements under these regulations. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries affected by AEOI.

Contracts (Rights of Third Parties) Act 1999

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 agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

Jurisdiction and Governing Law

You agree that this agreement shall be governed by, and interpreted in accordance with, English law.

The company and we irrevocably agree that the Courts of England shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the validity, effect, interpretation or performance of, or the legal relationship established by, this contract or otherwise arising in connection with this engagement.

Entire Agreement

This letter constitutes the entire agreement between us. Neither party may rely on any agreement, understanding or arrangement that is not expressly set out in this letter.

This letter shall not be amended, modified, varied or supplemented except in writing signed by this company and ourselves.

Commencement and Termination

This engagement will commence when we receive, at the above address, a copy of this letter signed by you, and it shall continue in force until terminated by either party.

You may terminate this engagement by giving us 14 days’ notice in writing at any time. Termination shall be without prejudice to any prior legal rights and obligations. We will be entitled on termination to keep all your papers and documents while there is money owing to us for our charges and expenses, including interest. If instructions are terminated, you will be liable for costs arising and payments made or permitted up to the date of termination of the instructions. We reserve the right to make a charge in respect of sending documents to you or to other advisers following termination of the instructions. All fees paid to us are non-refundable. Fees payable in respect of future contributions made to the BST will be payable to us in accordance with the paragraph above entitled ‘Settlement of Fees’, notwithstanding termination of this engagement.

In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of the 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.

We may decide to stop acting for you or suspend our services only with good reason. In these circumstances you will receive reasonable notice.

Requirements of the Data Protection Act (DPA) 2018 and the General Data Protection Regulation (GDPR)

The DPA 2018 and GDPR set out a number of requirements in relation to the processing of personal data.

Here at Crofton Bradfield Wealth Protection Limited we take your privacy and the privacy of the information we process seriously. We will only use your personal information and the personal information you give us access to under this contract to administer your account and to provide the services you have requested from us.

We attach our privacy notice setting out our approach to handling your information. In signing one copy of this letter you will be indicating that you have read and agreed the terms under which we operate as set out in this notice. In addition, please note that we require your agreement on several specific points, which are also included in the acceptance section below:

(a) Secure communications and transfer of data

We will communicate or transfer data using the following:

Post/hard-copy documents

Encrypted emails

Emails *

*if you require us to correspond with you by email that is not encrypted or password protected, you also accept the risks associated with this form of communication.