ENGAGEMENT LETTER and TERMS AND CONDITIONS         

Effective Date: Effective Date

Dear Your Name,

Accountancy services: terms of engagement

Thank you for your instructions to provide you with accounting services in connection with:

Your Business                                                                                                                                               

1. Introduction

1.1 Members in Practice of the Chartered Institute of Management Accountants ("CIMA" or "the Institute") subscribe to the promotion of high standards, ethical awareness and best practice. As part of those standards, engagement terms are issued and agreed prior to any work being undertaken.

1.2 This letter has been prepared following discussions with the Client on Date and, together with Annex 1, sets out the terms on which the Supplier services will be provided. The Supplier recommends that the Client reads all the information carefully and contacts the Supplier if the Client has any concerns or requires clarification.

2. Defined Terms

2.1 In this letter, references to "the Supplier" relate to this accountancy practice, Finacta Ltd

2.2 References to "the Client” or "you" or “your” relates to the aforementioned business, the Client

3. Scope of Services

3.1 The Supplier services will be provided by Finacta Ltd and any employees or professional contractors who provide services to Finacta. The Supplier will advise the Client of any proposed change. The services to be provided, timescales, fees and penalties and are listed in Annex 1

4. Responsibilities

4.1 The Supplier responsibilities are to:

4.1.1 observe the Laws of CIMA

4.1.2 keep and maintain records of work completed and make them available to the Client upon request

4.1.3 provide regular reports on the progress of any work being completed on the Clients behalf

4.1.4. raise any issues or concerns that may be found during the term of the engagement

4.1.5 return any information owned by the Client within 30 working days upon termination of the engagement and once payment for work carried out by the practice has been made

4.1.6 keep records in compliance with the Data Protection legislation

4.2 The Client responsibilities are to:

4.2.1 provide the following proof of identity and current address as required by anti-money laundering regulations. A copy of the following documents must be provided and provided at least bi-annually from original contract inception:

4.2.1 A domestic utility bill dated within the last three months

4.2.2 Passport or driving licence of all named directors / partners / principles of the company

4.2.2 ensure that records of the Client business activities are correct and maintained to meet the requirements of regulatory authorities

4.2.3 disclose all relevant information to enable the Supplier to complete the work within agreed timescales as set in Annex 1

4.2.4  allow full and free access to financial and other records held by the Client or third parties.

5. Ethical conduct

5.1 All CIMA management accountants work within the framework of the CIMA Code of Ethics (www.cimaglobal.com). The code requires accountants to comply with the principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour

5.2 As a CIMA management accountant(s) the Supplier has a duty to observe the highest standards of conduct and integrity, and to uphold the good standing and reputation of the profession

5.3 The duty of a professional accountant is not exclusively to satisfy the needs of an individual Client or employer. In complying with the ethical requirements of the CIMA Code of Ethics the professional accountant is obliged to act primarily within the public interest

6. Fees

6.1 Annex 1 lists the services the Supplier agrees to supply on a fixed or variable basis

6.2 For any additional work required which is not covered by Annex 1, these terms will be agreed with the Client and will result in a new Annex or as an Addendum to Annex 1

6.3 Invoices are issued monthly in advance on the first working day (WD1) of the month

6.4 Payment of fees rendered by invoice are due within 30 working days from the bill date

6.5 Interest may be applied to any overdue accounts at a rate in line with the BoE base rate plus 2%

6.6 Where payment has not been received, the Supplier reserves the right to withhold services, documents and information, and have the right to cease to work on the Client account, and to terminate the engagement if payments are unduly delayed

6.6.1 In the event The Client requests to transfer an Accounting System billing account from the Supplier to the Client, this shall be completed in accordance with the Client request without dispute and independent of any rights pursuant to Section 6.6 and the agreement.

6.6.2 There shall be no exceptions to Section 6.6 other than those outlined in Section 6.6.1

6.7 Any expenses incurred whilst working on the Client behalf will be charged unless otherwise specified in Annex 1 and appropriate records will be kept and will be available for inspection.

6.7.1 Such expenses may include the use of meeting rooms and other facilities, courier charges, premium rate telephone calls and international telephone calls

6.7.2 Documentary evidence will be provided, and expenses are re-charged at cost.

6.8 Fees may be indexed annually on the anniversary of contract commencement in line with the 12-month movement in the UK Consumer Prices Index (CPI), notwithstanding any terms set out in Annex 1.

7. Penalties

7.1 Any penalties listed in Annex 1 of this agreement shall be applied in the month following a breach of service or project deliverable in line with the terms set out in Annex 1.

8. Commissions

8.1 Third Parties may pay to the Supplier certain commissions or referral fees. These may be in relation to goods and services purchased by the Supplier on behalf of the Client or where the Client has a direct relationship with the Third Party as a result of an introduction by the Supplier. Examples of these include but are not limited to:

8.1.1 accounting software provider commissions where the Supplier acts as an agent or introducer

8.1.2 financial service providers (such as banks, financial advisors and tax specialists) where the Supplier acts as an agent or introducer

8.12 The Supplier agrees to disclose to the Client any commissions resulting from an agency transaction on behalf of the Client and any referral fees or commission received from Third-Parties as a result of an introduction

9. Holding Client Monies

9.1 Client money that exceeds £500.00 for services rendered by 3rd Parties and where the practice works as agent on behalf of the Client will be held in an account separate from the practice

9.2 Interest will only be paid once it exceeds £20.00 per annum, to avoid disproportionate administration costs. The Supplier reserves the right to increase this threshold should business banking transaction charges increase

9.3 The Supplier recommends that the Client reads CIMA’s Client Money Regulations which can be found on the Institute's website

10. Retaining and Accessing Records

10.1 Any information provided by the Client in relation to work undertaken by the Supplier will be returned to the Client and should be kept for a period of no less than 6 years from the end of the tax year in question

10.2 The Client agrees that any work completed and work in progress for which payment is outstanding will be held by the Supplier until all fees relating to it have been paid

10.3 The Supplier may communicate with the Client electronically and the Client accepts the risks associated with such communications, except anything arising through the Supplier negligence or wilful default

11. Confidentiality and conflicts

11.1 The Supplier agree never to share information relating to the Client business with any third party without prior consent, unless required to do so by law or to comply with regulations or quality control reviews.

11.2 The Client agrees not to use or copy or allow the use of the output of the work the Supplier does for or with a third party without the Supplier’s prior permission

11.3 The Client recognises that the Supplier may have to stop providing services to the Client if a conflict arises between duties to the Client and to another Client. The Client will notify the Supplier if the Client has any reason to believe that such a conflict has arisen or may arise

12. Legislation and compliance

12.1 The Supplier is obliged by law and by CIMA to undertake checks to ensure that the Client and the Client business is operating lawfully. By agreeing to the Supplier terms of engagement the Client accepts that the Supplier is authorised to complete such checks as necessary

12.2 Under Money Laundering Regulations it is a criminal offence if the Supplier does not report suspicious transactions or if the Supplier informs a Client that a report has been made against them

13. Liability

13.1 Chartered Management Accountants have a duty of care to the Client and must observe the highest standards of conduct and integrity

13.2 Services to the Client will be completed by a business that holds current Professional Indemnity Insurance

13.3 Where any loss or damage occurs to the Client as the result of the Client providing or maintaining misleading, incomplete or false information or data, no liability will be accepted

13.4 Communications from the Client to the Supplier are not to be forwarded, provided or discussed with any third party without prior written consent

13.4.1 The Supplier accepts no legal responsibility or damages related to third party use of financial information provided by the Supplier

13.5 Where a loss or damage occurs to the Client as a result of the Suppliers failure to comply with duties set out in this agreement, the limit of liability shall be the lower of the aggregate of the annual fees under the engagement and thirty thousand pounds.

14. Complaints and disputes

14.1 The Supplier wants the Client to be entirely satisfied with the services provided to the Client. If, however, the Client is not, please refer to the Complaints Handling Procedure in Annex 2 of this engagement letter.

14.2 Any disputes arising from the Supplier engagement by the Client will, subject to the procedure at Annex 2, be governed by English law.

14.3 If a complaint cannot be resolved through the Supplier internal complaints handling procedure, under the Consumer Rights Act 2015 the Supplier is required to point the Client towards alternative dispute resolution (ADR) providers. There are many ADR providers listed on the Chartered Trading Standards Institute website (www.tradingstandards.uk) but CIMA has an arrangement with CEDR for the provision of ADR. More information is available on the CIMAGlobal website (cimaglobal.com)

15. Continuity Arrangement

15.1 In the event the Supplier becomes unable to provide the services agreed through incapacity or death, a Continuity Arrangement has been made with:

JMD Accounting Ltd

16 Hare Hill

Addlestone

Surrey

KT15 1DT

Contact: Janette Dalgliesh

Tel: +44 (0) 1932 875381

15.2 The purpose of Section 16 is to look after the Client interests by providing continuity of services. The Client will be contacted in the event of such circumstances arising and the Client will have the option to decline to be covered by these arrangements

16. Termination

16.1 The Client or the Supplier may terminate the engagement by giving 60 days’ written notice

16.1.1 All documents and information provided by the Client will be returned to the Client within 30 working days of receipt of the notice provided that all outstanding fees have been paid. For avoidance of doubt, any Fixed Price monthly service invoices that are due to be raised during the notice period will be raised and pro-rated. For example, if the service is due to terminate on 15th of June, the final invoice dated 1st June will be 50% of the original value in Annex 1

17. Termination Fees

17.1 The process of transition to a new provided may incur certain exit transition costs. These will be charged on a time and materials basis based on the hourly rate card listed in Annex 3. This is in addition to fees pursuant to Section 16.1.1.

18. Projects

18.1 Annex 1 may itemise project deliverables and fees. The timescales or delivery of projects shall be agreed between the Supplier and the Client in separate Statements of Work, which may be agreed and drafted during the engagement.

19. Intellectual Property

19.1 Annex 1 services or projects may require the Supplier to develop systems, or procure services and products, which improve operational efficiency. This includes the procurement of third-party services for automating tasks or developing bespoke code to automate tasks

19.2 To the extent that these developments are bespoke, these developments are intellectual property of the Supplier unless otherwise agreed. Examples include:

19.2.1 A Microsoft Excel Macro which automates tasks within or outside excel

19.2.2 Bespoke SQL databases or queries for storing, filtering or processing data

19.2.3 Code in any scripting language which was built by the Supplier

19.2.4 Visual automation flows built by the Supplier, such as those enabled by Microsoft Flow or Zapier

20. Privacy

20.1 As part of this engagement between the Client and Supplier, the Supplier will request, pursuant to Section 4, certain personal data that enables individuals to be identified.

20.2 Personal data obtained by the Supplier often includes Sensitive Personal Data, such as images indicating race and whether individuals are Politically Exposed Persons (PEPs).

20.3 Personal data, including Sensitive Personal Data, is requested so that the Supplier can fulfil its AML/CTF obligations and often for use in meeting its contractual obligations to the Client.

20.4 As a Data Controller[1] and Data Processor[2], the Supplier stores and accesses personal data according to our internal data handling guidelines. These guidelines ensure that data is held in a:

20.4.1 Digital location only; with

20.4.2 Password protection; and

20.4.3 Limited access to authorised employees

20.5 The Client has the exclusive right to their personal data held by the Supplier. This includes:

20.5.1 The right to be informed about how their data is used

20.5.2 The right of access to their data

20.5.3 The right to rectification of their data

20.5.4 The right to erasure

20.5.5 The right to restrict processing

20.5.6 The right to data portability

20.5.7 The right to object to their data being used; and

20.5.8 The right to not be subject to automated decision-making including profiling

20.6 If the Client requests to access, change or delete Client data held by the Supplier, the Supplier will comply within 30 days written notice, notwithstanding requests deemed to be excessive or requests that impact the ability of the supplier to fulfil contractual obligations to the Client.

20.6.1 For requests that impede the Supplier in fulfilling contractual obligations, the Client must re-affirm their request after being notified by the Supplier of the service implications

20.7 The Supplier uses a third-party provider service[3] that maintains an audit trail of logins to the secure digital locations holding Personal Data.

20.7.1 The Supplier will monitor and report on logins and login attempts to identify those inconsistent with expected activity

20.7.2 Suspicious login attempts from unknown locations are blocked by the third-party provider service and reported to authorised employees for validation

20.7.3 Breaches or expected breaches will result in reporting to the ICO and notifying all past and current clients of the data currently held by the Supplier that may have been breached.

ANNEX 1

21. Services Offered & Charges

Service

£ (exc. VAT)

Services

Sub-total (per month)

£0.00

Project

£ (exc. VAT)

Services

Sub-total

£0.00

21.1 After 12 months, and annually thereafter, the parties agree to review in good faith the hours worked multiplied by the rate card listed under Annex 3. This may be compared with the Fixed Price from the preceding 12 months where significant deviances (> +/-10%) may result in a contractual price change either up or down.

Services not offered

Projects & Services not listed under Annex 1

Signed on behalf of FINACTA LTD

___________________________

[Director Name (Print)]                     

___________________________      ____________

[Signed]                                               [Date]

Before any work can be undertaken on your behalf, you are required to confirm acceptance of these terms of engagement by signing and returning the original of this letter to us. Please retain a scanned signed copy for your own records.

Finacta Ltd, Bourne Business Park, 500 Dashwood Lang Road, Weybridge, Surrey, KT15 2NY

I confirm I have read, understand and agree to the terms and conditions set out above and in the annexes to this letter. I confirm I have the authority to act on behalf of the company.

Signed on behalf of Your Business

___________________________

[Director Name (Print)]                     

___________________________      ____________

[Signed]                                               [Date] 

ANNEX 2

22. Complaints Procedure

Purpose

22.1 The Supplier is committed to upholding best practice through a high-quality service to all Clients. This Annex sets out the procedure the Supplier will operate in dealing with complaints arising from the provision of services under this Supplier letter of engagement.

Raising an Issue

22.2 In the first instance please contact Finacta on 0203 8800 780 or james.holmes@Finacta.com to discuss any concerns you have, so that the matter can be looked into immediately

Making an Informal Complaint

22.3 An informal complaint can be made by telephone, or by speaking, face to face or in writing to James Holmes (Tel: +44 (0) 203 8800 780 or Email: james.holmes@Finacta.com). If the matter is not resolved at this stage, and you have not already issued a complaint in writing, you should do so. Please include specific details so that the matter can be thoroughly investigated.

Making a Formal Complaint

22.4 Upon receipt of your written formal complaint an acknowledgement will be sent to you within 5 working days. The name and contact details of the person who will be dealing with your case will be supplied to you at this point.

22.5 Within 10 working days from receipt of your written complaint you will receive in writing a summary of the Supplier understanding of your complaint. You will be asked at this time to provide any further evidence or information regarding the complaint and to confirm that the Supplier has understood all your concerns.

22.6 Following such confirmation, the Supplier will investigate the matter and write to you in reply within 15 working days unless it becomes apparent to us that the investigation may not be completed within this timescale. In these circumstances, a written explanation will be sent to you including a progress report. When a substantive reply is sent you, a summary of findings will be included along with details of any further action to be taken

If you are not satisfied

22.7 For service-related matters involving a CIMA member in Practice in the UK, you may wish to know that CIMA offers an independent Alternative Dispute Resolution (ADR) facility for members of the public.

22.8 If in the context of your dealings with us or the handling of your complaint, you believe that a member of CIMA has been guilty of misconduct, you may lodge a complaint with the Professional Conduct department of the Institute.

22.9 Further information on ADR or making a complaint about alleged misconduct can be found on the CIMA website at cimaglobal.com.

ANNEX 3

Rate Card

UK Director                 £125.00 + VAT

UK Senior Manager      £95.00 + VAT

UK Manager                £75.00 + VAT

India Manager              £15.00 + VAT

India Bookkeeper         £10.00 + VAT

Per hour

https://ico.org.uk/for-organisations/guide-to-data-protection/key-definitions/