Last updated 12/11/2025
1. Applicable law
1.1 This engagement letter 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 letter (including the firm’s standard terms of business) and any matter arising from it. Each party 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 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.
1.3 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you 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. Client Identification and Anti-Money Laundering
2.1 In common with all accountancy and legal practices, the firm is required to comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended, together with related legislation and guidance.
Accordingly, we are required to:
Maintain client and beneficial owner identification and verification procedures
Carry out ongoing monitoring of the business relationship
Obtain and retain records of identification, verification, and work undertaken
Where applicable, verify source of funds and source of wealth
Make disclosures to the relevant authorities where required by law
2.2 We may use electronic verification systems as part of our identification procedures. These checks are not credit checks and do not affect your credit rating.
2.3 We reserve the right to refuse to act, or to cease acting, where satisfactory identification or information is not provided, or where continuing to act would place us in breach of our legal or professional obligations.
3. Quality of service
3.1 We aim to provide you with a fully satisfactory. If, however, you are unable to deal with any difficulty through any member of our team please contact Zoe Harding MAAT on 01285 842626 or write to B2B Accountancy Limited, Wellington House, 57 Dyer Street, Cirencester, Gloucestershire, GL7 2PP. We undertake to investigate any complaint carefully and promptly and to do all we can to explain the position to you. We will acknowledge any letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Association of Accounting Technicians (AAT), our regulatory body.
4. Commissions or other benefits
4.1 In some circumstances, commissions or other benefits may become payable to us or one of our associates in respect of transactions we or such associates arrange for you. If this happens, we will notify you in writing of the amount and terms of payment. The nature of the engagement and professional judgement would determine the frequency and detail required to ensure compliance with our Code of Ethics. You consent to such commission or other benefits being retained by us or by our associates, without our, or their, being liable to account to you for any such amounts.
5. Fees and payment terms
5.1 Our fees may depend not only on the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved, but also the level of risk identified, and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the year and will be due on presentation.
5.2 We may indicate a fixed/indicative fee for the provision of specific services. We will not usually identify fixed fees for more than a year in advance as these may need to be revised considering subsequent events. Where we estimate our fees for any specific work, this will not be binding unless this is clearly stated to you. Otherwise, our fees will be based on the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-out rate per hour.
5.3 If it is necessary to carry out work outside the responsibilities outlined in our engagement schedules it will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc., are completed to the agreed stage. Our fees will exclude out of pocket expenses. Out of pocket expenses will be billed as incurred for reimbursement by you.
5.4 It is becoming more common that clients wish to decide to pay a proportion of their fee on a monthly standing order. These standing orders would be applied to fees arising from work agreed in our letters of engagement for the current and ensuing years. Once we have been able to assess the amount of work and time involved you may wish to schedule to pay an amount to us on a regular basis.
5.5 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 30 days net.
6. Retention of and access to records
6.1 During the course of our work we will collect information from you and from third parties acting on your behalf. Original documents will be returned to you following completion of the relevant work unless otherwise agreed.
6.2 We will retain correspondence and working papers for as long as necessary to comply with legal, regulatory, professional, and operational requirements. This period is typically at least seven years, but may be longer where required.
6.3 Documents may be destroyed once retention periods expire, unless we consider them to be of continuing significance. If you require documents to be retained for a longer period, you must notify us in writing.
7. Electronic communication
7.1 Electronic communications are capable of interception, corruption, delay, or loss. While we take reasonable steps to protect electronic communications, we do not accept responsibility for unauthorised access, alteration, or loss occurring after transmission.
7.2 Advice contained in electronic communications should not be relied upon unless confirmed in writing where appropriate.
7.3 You accept the risks associated with electronic communications, including email, and are responsible for maintaining appropriate security measures within your own systems. If you do not wish to communicate electronically, you must notify us in writing.
7.4 It is the recipient’s responsibility to carry out appropriate virus and malware checks on any electronic attachments received.
8. Data protection
8.1 For the purposes of providing our services, complying with legal and regulatory obligations, and managing our professional relationship, we process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
8.2 In most cases, we act as a data controller in respect of personal data processed for our own professional purposes. In certain circumstances (for example payroll services), we may act as a data processor on your behalf.
8.3 Where we act as a data processor:
You remain the data controller
You confirm that any personal data disclosed to us has been collected lawfully
We will process personal data only on your documented instructions
We will implement appropriate technical and organisational security measures
8.4 Each party agrees to cooperate in relation to data subject rights requests, data breaches, and regulatory enquiries.
8.5 Further details regarding how we process personal data are set out in our Privacy Notice, which forms part of these terms.
9. Professional rules and practice guidelines
9.1 We are a member of the Association of Accounting Technicians and in our conduct are subject to its Code of Ethics and Conduct which can be found at https://www.aat.org.uk/membership/standards - requirements/professional-ethics We will observe and act in accordance with the bye-laws and regulations of AAT. We accept instructions to act for you on this basis.
10. Conflicts of interest
10.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be averse to yours. Subject to our confidentiality clause, we confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.
10.2 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 take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the Code of Ethics and Conduct of the Association of Accounting Technicians.
11. Timing of our services
11.1 We will use reasonable endeavours to meet agreed deadlines, provided you supply all necessary information accurately and on a timely basis.
11.2 You acknowledge that:
Responsibility for maintaining accurate records remains with you
Compliance with Making Tax Digital (MTD) requirements for VAT and Income Tax is your responsibility
Failure to provide complete or timely information may result in missed deadlines, penalties, or interest
11.3 We shall not be liable for penalties or additional costs arising where delays are caused by incomplete, inaccurate, or late information supplied by you or third parties.
12. Use of our name in statements or documents issued by you
12.1 You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.
12.2 The copyright in any document prepared by us belongs to us in entirety unless the law specifically provides otherwise.
13. Interpretation
13.1 If there is a conflict between an engagement letter schedule and these terms of business then the engagement letter takes precedence.
13.2 We will provide services with reasonable care and skill. However, to the fullest extent permitted by law, we shall not be responsible for losses arising from:
Incorrect, incomplete, or misleading information supplied by you or others
Failure to act on our advice
Advice that has become outdated due to changes in law or circumstances
Errors arising from third-party software or systems
13.3 You will not hold us, the owners of this firm and any staff employed by the firm, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of the principals or employees personally.
13.4 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
13.5 If any provision of this engagement letter or terms of business or its application is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provision and its application shall not in any way be affected or impaired.
13.6 Advice we give you orally should not be relied upon unless we confirm it in writing. We endeavour to record all advice on important matters in writing. However, if you particularly wish to rely upon oral advice, we give you during a telephone conversation or a meeting, you must ask for the advice to be confirmed in writing.
13.7 Advice is given based on legislation and interpretation in force at the time. We accept no responsibility for losses arising from subsequent changes unless we have expressly agreed to review the advice.
13.8 Unless specifically instructed and agreed in advance we will not assist with the implementation of our advice.
14. Provision of cloud-based services
14.1 Where we provide or recommend cloud-based accounting or data services, these services are supplied by third-party providers (“Cloud Suppliers”).
14.2 You acknowledge that:
Access credentials are your responsibility
Data may be hosted within the UK or EEA
The firm may act as an authorised user or adviser
14.3 While we will liaise with Cloud Suppliers where appropriate, we are not responsible for service interruptions, data loss, or failures caused by the Cloud Supplier beyond our reasonable control.
14.4 You remain responsible for maintaining appropriate backups and access controls unless expressly agreed otherwise.
15. Termination of our agreement
15.1 Either party may terminate this agreement by written notice. We may terminate immediately where:
You fail to cooperate or provide required information
Continuing to act would breach legal, regulatory, or ethical obligations
AML concerns arise that prevent continued engagement
15.2 On termination, we may cease work immediately where required by law or regulation and shall not be liable for any consequences arising from such cessation.