Terms & Conditions
In these terms and conditions (“Terms”) the following words shall have the meanings set opposite them:
“Client”: means the person or entity to whom MPA is to provide a service or deliver a project under an Engagement.
“Engagement”: means the specific project or service that MPA has contracted to provide to the Client the details and scope of which are set out in a letter from MPA to the Client which the Client has accepted.
“MPA” means the member(s) of the The MPA Group who are contracted to the Client under an Engagement.
“The MPA Group” means The MPA Group Limited (company Number 06257305) Audit Limited (Company Number 08540074) and any holding company or subsidiary (as that expression is defined in the Companies Act 2006) of any of those companies. Each member of the The MPA Group is a private limited liability company registered in England and Wales.
If any provision of these Terms or the Engagement is held to be void, then that provision will be deemed not to form part of these Terms or the Engagement but the remainder of these Terms and the Engagement shall be interpreted as if such provision had never been inserted.
If there is a conflict between these Terms and the Engagement, the provisions of the Engagement shall prevail.
MPA is regulated by the Association of Chartered Certified Accountants (“ACCA”). If there is a conflict between the Engagement or these Terms and any mandatory provision of the ACCA Rulebook from time to time in force, the relevant ACCA rule will prevail.
MPA is required to identify its clients for the purposes of the UK anti-money laundering legislation and may request from the Client, and retain, such information and documentation as it requires for these purposes. The Client agrees to MPA making searches of appropriate electronic, on-line and other databases in connection with identifying the Client (which for these purposes includes directors and shareholders of limited companies and members of partnerships and LLPs) for anti-money laundering purposes.
MPA may from time to time hold money on behalf of the Client. Such money will be held in trust in a client bank account, which is segregated from MPA’s funds and will, subject to the following paragraph and unless otherwise agreed with the Client, be paid to the Client within 2 business days of the same becoming cleared funds
MPA will be entitled to withdraw from any money which it holds on behalf of the Client and pay into its own bank account any sums that have become due and payable to MPA by the Client and the Client by agreeing to these Terms hereby irrevocably authorises MPA to make such withdrawal and payment.
In some circumstances MPA may receive commissions or other benefits for introductions to other professionals or in respect of transactions which MPA arranges for the Client. Where this happens MPA will notify the Client in writing of the amount and terms of payment and receipt of any such commissions or benefits. The Client consents to MPA retaining any such commission or benefit unless the terms of the Engagement provide otherwise.
Subject to the other provisions of this clause, communications between MPA (including any sub-contractors) and the Client are confidential and MPA will take all reasonable steps to keep confidential the Client’s information during and after the Engagement. MPA may disclose any Client information that it is required to disclose by law, by regulatory bodies, by its insurers or as part of an external peer review.
MPA may, for the purpose of promotional activity, training or for similar business purpose, state that the Client is a client of MPA.
MPA will inform the Client if it becomes aware of any conflict of interest in its relationship with the Client or in its relationship with the Client and another client. MPA has safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects the Client’s interests then MPA will be unable to continue with the Engagement and will be entitled to terminate it. MPA will inform the Client promptly of any conflict of interest.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of reasonable safeguards to protect the Client’s interests then MPA may adopt those safeguards. Where possible this will be done on the basis of the Client’s informed consent. MPA reserves the right to act for other clients whose interests are not the same as or are adverse to the Client’s, subject to the obligations of confidentiality referred to above.
MPA will comply with the provisions of the Data Protection Act 1998 when processing personal data about the Client, its directors, members, employees and their families. MPA may obtain, process, use and disclose personal data about the Client in order to carry out the Engagement and for related purposes such as updating and enhancing MPA’s client records, analysis or management purposes and statutory returns, legal and regulatory compliance and crime prevention.
Should MPA or the Client terminate the Engagement, or should MPA resign or be requested to resign as auditors, MPA will normally issue a disengagement letter to ensure that MPA’s and the Client’s respective responsibilities are clear.
MPA may (unless otherwise agreed) where appropriate, communicate with the Client and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. MPA uses 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 MPA will not be responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. MPA does not accept any liability for problems or accidental errors relating to electronic communication especially in relation to commercially sensitive material. These are risks the Client agrees to bear in return for greater efficiency and lower costs. If the Client does not wish to accept these risks the Client must inform MPA in writing that electronic communications may not be used, other than where electronic submission is mandatory.
Any communication by MPA with the Client sent through the post system is deemed to arrive at the Client’s postal address two working days after the day that the document was sent.
MPA’s fees may depend not only upon the time spent on the Client’s affairs but also on the level of skill and responsibility and the importance and value of the advice that MPA provides, as well as the level of risk.
If MPA provides the Client with an estimate of its fees for any specific Engagement, then the estimate will not be contractually binding unless MPA has specifically agreed otherwise in writing.
Where requested, MPA may indicate a fixed fee or an indicative range of fees for the provision of a specific Engagement or a particular assignment. MPA does not agree to fix fees for more than a year ahead, and any fee quotes extending beyond 1 year is subject to review at the end of the first year.
If it becomes apparent to MPA that a fee quote is inadequate, due to circumstances that were not taken into account when the quote was given, MPA may notify the Client of a revised fixed fee or an indicative range of fees. The Client may in such circumstances terminate the relevant Engagement but will be obliged to pay for the work that MPA has done up to the date of termination, or may agree to the revised fixed fee or indicative range of fees.
In some cases, the Client may be entitled to assistance with professional fees, particularly in relation to any investigation into its tax affairs by HMRC. Assistance may be provided through insurance policies the Client holds or via membership of a professional or trade body. Other than where such insurance was arranged through MPA the Client will inform MPA of any such insurance cover. The Client will remain liable for MPA’s fees regardless of whether all or part are liable to be paid by its insurers.
MPA will bill monthly and its invoices are due for payment within 30 days of issue. MPA’s fees are exclusive of VAT which will be added where it is chargeable. Any disbursements MPA incurs on the Client’s behalf and expenses incurred in the course of carrying out its work for the Client will be added to MPA’s invoices where applicable.
Unless otherwise agreed to the contrary MPA’s fees do not include the costs of any third party, counsel or other professional fees.
MPA may charge interest on late paid invoices at the rate of 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998 as amended. MPA will also charge the appropriate invoice fee. MPA may also suspend the provision of its services or to cease to act for the Client forthwith on service of written notice if payment of any fees is unduly delayed. MPA may exercise these rights at its discretion. MPA may also exercise a lien on all documentation pertaining to the Client’s matter (by retaining possession of such documentation) as more particularly set out in clause 16) below.
If the Client does not accept that an invoiced fee is fair and reasonable, the Client must notify MPA within 21 days of receipt, failing which the Client will be deemed to have accepted that payment is due.
MPA will only assist with implementation of its advice if specifically instructed and agreed in writing as part of the relevant Engagement.
MPA owns all copyright in any document or software prepared or written by it during the course of carrying out the Engagement save where the law specifically provides otherwise.
If MPA becomes aware of a dispute between the parties who own or manage the Client, MPA will not provide information or services to one owner/manager without the express knowledge and permission of all owners and/or manager. Unless otherwise agreed by all owners/managers MPA will in the case of a company/LLP communicate to the registered office for the attention of its directors/members. In the case of a partnership, communications will be addressed to the partnership at its principal place of business. If conflicting advice, information or instructions are received from different directors/members/partners in the business MPA will refer the matter back to the board of directors/the members or the partners (as the case may be) and take no further action until the relevant body has agreed the action to be taken, and notified MPA in writing of any decision, which shall be binding on all parties without further notice.
Investment business is regulated under the Financial Services and Markets Act 2000.
If, during the Engagement, the Client, needs advice on investments, including insurances, MPA may refer the Client to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body. MPA is not authorised to give such advice.
Insofar as MPA is permitted to do so by law or professional guidelines, it may exercise a lien over all funds, documents and records in its possession relating to all Engagements for the Client until all outstanding fees and disbursements are paid in full.
The following information is provided in accordance with the requirements of the Services Directive:
VAT Registration Numbers
The MPA Group Limited -910043286
Audit Limited – 910043286
Professional Indemnity Insurance
In accordance with MPA’s professional body rules, MPA is required to hold professional indemnity insurance. Details about the insurer and coverage can be obtained from MPA’s offices and are contained in the Business Information Form which accompanies these Terms.
As set out in the Engagement
Loss and damage
MPA’s total liability for any loss or damage howsoever caused as a result of its negligence and/or breach of the Engagement shall be limited to the sum of £100,000.00 or such other sum as may be agreed in the Engagement.
MPA shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any directions or advice given by MPA.
Nothing in these terms and conditions nor in any Engagement shall limit or exclude MPA’s liability for death or personal injury.
MPA’s liability to the Client is limited to losses, damages, costs and expenses directly caused by its negligence or wilful default.
MPA will not be liable whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
loss of profits; or
loss of business; or
depletion of goodwill or similar losses; or
loss of anticipated savings; or
loss or corruption of data or information; or
any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
Exclusion of liability for loss caused by others
MPA will not be liable for losses, penalties, surcharges, interest or additional tax liabilities which are caused by the acts or omissions of any other person or due to the provision to MPA of incomplete, misleading or false information or if they are caused by a failure to act on MPA’s advice or a failure to provide MPA with relevant information.
Exclusion of liability in relation to circumstances beyond MPA’s control
MPA will not be liable to the Client for any delay or failure to perform its obligations under this Engagement if the delay or failure is caused by circumstances outside MPA’s reasonable control.
No party to this agreement shall be liable for any failure or delay in performing their obligations where such a failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
Exclusion of liability relating to the discovery of fraud etc.
MPA will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the any Engagement is withheld or concealed from or misrepresented to MPA. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of the Client and/or its directors, officers, employees, members, agents or advisers.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which MPA has agreed to perform with reasonable care and skill) have been evident to MPA without further enquiry beyond that which it would have been reasonable for MPA to have carried out in the circumstances.
Indemnity for unauthorised disclosure
The Client will indemnify MPA and its agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by the Client or by any person for whom the Client is responsible of MPA’s advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at MPA’s usual rates for the time that it spends in defending any such claim.
The Client will not bring any claim of any kind relating to any Engagement against any of MPA’s employees or agents or sub-contractors on a personal basis. Any claim arising out of any Engagement will only be made against MPA although MPA may, if it chooses seek an indemnity or contribution from any other person.
The advice and information MPA provides as part of its service is for the Client’s sole use and not for any third party unless MPA have expressly agreed in the Engagement that a specified third party may rely on MPA’s advice and/or information. MPA accepts no responsibility to third parties, including any associate of the Client to whom the Engagement is not addressed, for any advice, information or material produced as part of MPA’s Engagement. A party to the Engagement 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.
Unless otherwise agreed in the Engagement MPA’s contractual obligations will begin when MPA receives the Client’s implicit or explicit acceptance of the Engagement and these Terms. Except as stated in the Engagement MPA will not be responsible for periods before that date.
Subject to the following provisions of this clause, the Client or MPA may terminate the Engagement by giving not less than 21 days’ notice in writing to the other unless the Engagement is for a fixed period, in which event the Engagement may not be terminated before the expiry of the fixed period. Where an Engagement is for a fixed period, it will specifically state this fact.
Where the Client fails to cooperate with MPA or MPA has reason to believe that the Client has provided MPA or HMRC with misleading information, MPA may terminate the Engagement immediately and claim against the Client in accordance with the following provisions of this clause.
In the event of termination of the Engagement, MPA will endeavour to agree with the Client the arrangements for the completion of work in progress at that time, unless MPA are required for legal or regulatory reasons to cease work immediately. In that event, MPA shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
Where the Client terminates the Engagement before the end of any fixed period of the Engagement, or MPA terminates the fixed period of the Engagement due to breach of its obligations by the Client (including non-payment of fees) the Client will pay by way of liquidated damages for early termination for each year or part year of the Engagement which remains uncompleted at the time of termination of the Engagement, an amount equal to 33.3% of the average of the fees payable to MPA for each completed year of the Engagement prior to termination or, if termination occurs before the end of the first year of the fixed period, the fee which MPA reasonably estimates would have been payable had the first year been completed. MPA will give credit against such payment for any sums received in respect of the uncompleted year in which termination takes place. The parties agree that such payment represents a reasonable pre-estimate of the losses likely to be suffered by MPA by reason of an unjustified early termination of a fixed period Engagement. This paragraph will not apply where the Client terminates the Engagement due to a substantial breach of the terms of the Engagement by MPA justifying early termination.
Termination of any Engagement will be without prejudice to any rights that may have accrued to a party prior to termination.
Where a fixed period engagement comes to an end, unless the Client gives notice to MPA that it does not wish to renew the Engagement no later than 21 days before the end of the fixed period, the Engagement will thereafter automatically renew for another year and thereafter annually. Any such renewed term may be terminated by not less than 21 days’ notice expiring at the end of the relevant year of renewal.
No failure or delay by either party in exercising any of its rights under the Engagement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Engagement or these Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
MPA will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the ACCA and accepts instructions to act for the Client on this basis. In particular the Client gives MPA the authority to correct errors made by HMRC where MPA becomes aware of them. MPA will not be liable for any loss, damage or cost arising from its compliance with statutory or regulatory obligations. Copies of these requirements can be obtained from MPA’s offices. The requirements are also available on-line at www.accaglobal.com/uk.
MPA 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 MPA provides oral advice (for example during the course of a meeting or a telephone conversation) and the Client wishes to be able to rely on that advice, it must ask for the advice to be confirmed by MPA in writing.
MPA is committed to providing the Client 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 MPA’s service the Client should raise the matter with Steven Garrod unless the complaint relates to that him, in which event the client should contact Michael Price . MPA will carefully and promptly investigate the complaint and take reasonable steps to rectify any defect in the service that has been provided. If the Client is still not satisfied it may refer its complaint to the [Chartered Institute of Taxation] [ACCA].
Prior to commencing any litigation in relation to any Engagement, the parties shall attempt to resolve any disputes arising out of or relating to these Terms or the Engagement through negotiations which will be conducted in good faith by persons who have authority to settle such disputes.
If negotiations do not resolve the matter within 21 days of receipt of a written invitation to negotiate the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
Nothing in these Terms shall prohibit either party from issuing proceedings where appropriate.
The Client has a legal responsibility to retain documents and records relevant to its tax affairs. During the course of MPA’s work it may collect information from the Client and others relevant to its tax affairs. MPA will return any original documents to the Client if requested. Documents and records relevant to the Client’s tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships
a) With trading or rental income: 5 years and 10 months after the end of the tax year;
b) Otherwise: 22 months after the end of the tax year;
Companies, LLPs and other corporate entities
6 years from the end of the accounting period;
Whilst certain documents may legally belong to the Client, MPA may destroy correspondence and other papers that it stores, electronically or otherwise, which are more than 7 years old. The Client must tell MPA in writing if it requires the return or retention of any specific documents for a longer period.
All notices under this agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of MPA giving the notice.
Notices shall be deemed to have been duly given:
a) When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
b) When sent, if transmitted by facsimile or email and a successful transmission report or return receipt is generated; or
c) On the fifth business day following mailing if mailed by national ordinary mail postage prepaid; or
d) On the tenth business day following mailing if mailed by email postage prepaid.
In each case notices shall be addressed to the most recent address, email address or facsimile number notified to MPA.
The Engagement and these Terms shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.