Provision of Services
PROVISION OF SERVICES REGULATIONS 2009
The principal of Thompson Taraz Rand is Andrew S Rand BA FCA. Associates are Ian E Maddison BSc FCA, Craig Lockley BA (Hons) FCCA, Ben Howe FCCA, Simon Tu BSc ACA and Chris Whiteoak BSc CTA. The firm is registered to carry on audit work in the UK and Ireland and regulated for a range of investment business activities by the Institute of Chartered Accountants in England & Wales.
VAT number is 625 5143 55.
Details of our audit registration can be viewed at www.auditregister.org.uk under reference number COO8407290.
Professional Indemnity Insurance
Our Professional Indemnity insurers are Nexus Underwriting Limited on behalf of Partner Re Ireland Insurance Dca c/o MGB Insurance Brokers-bmrted, 6 Bevis Marks, London EC3A 7BA.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.
Terms of Business
1 Applicable law
1.1 Any engagement shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement (including the firm’s terms of business) and any matter arising from it. Each party to the engagement irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
1.2 Persons who are not party to an agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
1.3 The advice we give to a client is for their sole use and is confidential to them and will not constitute advice for any third party to whom they may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
2 Quality of service
We aim to provide clients with a fully satisfactory service and Andrew Rand as principal will seek to ensure that this is so. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position. If we do not answer a complaint to a client’s satisfaction they may of course take up the matter with the Institute of Chartered Accountants in England and Wales (ICAEW) by whom we are regulated.
3 Client monies
3.1 We may, from time to time, hold money on a client’s behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the ICAEW.
3.2 All client money will be held in an interest-bearing account. In order to avoid an excessive amount of administration, interest will only be paid to a client where the amount of interest that would be earned on the balances held on their behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Barclays Bank PLC for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
3.3 If the total sum of money held on a client’s behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to that client. All interest earned on such money will be paid to that client. Subject to any tax legislation, interest will be paid gross.
3.4 We will return monies held on a client’s 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 practice then we may pay those monies to a registered charity.
4 Investment advice – exempt regulated activities
4.1 Although we are not authorised by the Financial Conduct Authority to conduct Investment Business, we are licensed by the ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing.
4.2 Such assistance may include the following:
advising a client on investments generally, but not recommending a particular investment or type of investment; referring a client to a Permitted Third Party (PTP) (an independent firm authorised by the FCA) and assisting you and the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations).The PTP will issue the client with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case the client will be fully informed of the expected size and nature of such commission at the time of the introduction.
advising on the sale of a contractually based investment other than disposing of any rights or interests which a client may have as a member of a personal pension scheme;
advising and assisting a client in transactions concerning shares or other securities not quoted on a recognised exchange;
managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person;
4.3 We may also, on the understanding that the shares or other securities of a company are not publicly traded:
advise the client company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
arrange for the issue of the new shares; and
act as the addressee to receive confirmation of acceptance of offer documents etc.
Insurance mediation activities
4.4 Although we are not authorised by the Financial Conduct Authority, we are included on the register maintained by the Financial Conduct Authority so that we might carry on insurance mediation activity, which is broadly the advising on, selling and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the ICAEW. The register can be accessed via the Financial Conduct Authority website at www.fca.org.uk/register.
4.5 If a client is dissatisfied in any way with our services described in this section, they should follow the procedures set out in the “Quality of Service” section above. In the unlikely event that we cannot meet our liabilities to them, they may be able to claim compensation under the Chartered Accountants’ Compensation scheme.
5.1 Our fees are computed on the basis of the time spent on your affairs and on the levels of skill and responsibility involved. Current rates of charge are:
Partner- £240.00-£325.00 per hour
Manager- £100.00-£200.00 per hour
Assistant Manager- £75.00-£100.00 per hour
Senior- £70.00-£90.00 per hour
Semi-senior- £60.00-£70.00 per hour
Junior- £40.00-£60.00 per hour
Fixed fee arrangements may be available based on our estimate of the total time to be spent on your affairs and on the levels of skill and responsibility involved.
5.2 If it is necessary to undertake work outside the responsibilities that we have agreed with you in our letter of engagement; additional fees will be chargeable in line with the charge out rates as detailed in 5.1. It is the responsibility of our clients to maintain their books and records to a suitable standard unless otherwise agreed during the engagement process.
Our fees will exclude out of pocket expenses. Out of pocket expenses (plus VAT (if applicable)) in respect of a client will be billed as incurred for reimbursement by them.
5.3 Unless arrangements to settle fees by standing order have been agreed; invoices are due within 30 days net.
5.4 We reserve the right to charge interest on all overdue debts at the rate of 8% per annum, or at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is the higher.
6 Retention of and access to records
6.1 During the course of our work we will collect information from clients and others acting on their behalf and will return any original documents to them following the preparation of relevant accounts, returns etc.
6.2 Whilst certain documents may legally belong to clients, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If clients require retention of any document they must notify us of that fact in writing.
7 Proceeds of Crime Act 2002 and Money Laundering, Terrorist Financing and Transfer of Funds(Information on the Payer) Regulations 2017
7.1 In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 to:
- have due diligence procedures for the identification of all clients;
- maintain appropriate records of evidence to support customer due diligence; and
- report in accordance with the relevant legislation and regulations.
8 Electronic communication
8.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. It may therefore be inappropriate to rely on advice contained in an e-mail 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 clients do not agree to accept this risk, they should notify us in writing that e-mail is not an acceptable means of communication.
8.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
9 Data Protection
9.1 To enable us to discharge the services we provide, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you I your business I company
I partnership I its shareholders I members I officers and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.
9.2 You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within these terms of business relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.
9.3 Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.
9.4 Our privacy notice, as set out in a separate Privacy link, explains how we process personal data in respect of the various services that we provide.
10.1 Where clients give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.
11 External review
11.1 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 us.
12 Professional rules and practice guidelines
12.1 We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the ICAEW and accept instructions to act for clients on this basis. In particular clients give us the authority to correct errors made by HMRC where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. Copies of these requirements can be seen in our offices. The requirements are also available at www.icaew.com/en/members/regulations-standards-and-guidance
13 Commissions or other benefits
13.1 In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you, in which case you will be notified in writing of the amount, and terms of payment and receipt of any such commissions or benefits. The fees that would otherwise be payable by you as described will not take into account the benefit to us of such amounts. You consent to such commission or other benefits being retained by us without our being liable to account to you for any such amounts.
14 Conflicts of interest
14.1 We reserve the right during any engagement with clients to deliver services to other clients whose interests might compete with theirs or are or may be adverse to them [subject to our confidentiality clause]. We confirm that we will notify clients immediately should we become aware of any conflict of interest involving us and affecting the company.
14.2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will ta ke such steps as a re necessary to deal with the conflict. In resolving the conflict, we would be guided by our Code of Ethics which can be viewed at www.icaew.com/en/members/regulations-standards-and-guidance Ethics, Code of Ethics B, section