1. Introduction

The following terms and conditions (as updated from time to time) form part of the letter of engagement between us and should be read in conjunction with the following documents:

• I. The Scope

• II. The Individual Schedules of Services

• III. The Privacy Notice

• IV. The [proposal_type] [proposal_number]

These terms shall remain in force unless and until they are replaced by updated terms and conditions.

2. Applicable Law

This engagement is governed by the laws of England & Wales. By accepting the letter of engagement, both parties agree that the courts of England & Wales have exclusive jurisdiction over any claim or dispute.

3. Client Money

• “Client money” refers to any funds received from or held on behalf of a client not immediately due to us.

• Fees paid in advance are not considered client money.

• We do not hold any client assets.

4. Investment Advice, Funding & Consumer Credit

• We are not authorised to provide investment advice.

• We may refer you to a regulated adviser where appropriate.

• Any commission received will be disclosed and may be retained by us.

5. Commissions Received (Excluding Investment)

• We may receive commissions for introductions or transactions arranged.

• You will be notified in writing.

• You agree we may retain such commissions.

6. Data Protection

We comply with the GDPR and the Data Protection Act 2018, including post-Brexit updates. We will:

• Act as a controller for most accountancy services.

• Act as a processor (e.g. for payroll) where instructed by you.

• Follow the seven GDPR principles:

  • Lawfulness, fairness and transparency

  • Purpose limitation

  • Data minimisation

  • Accuracy

  • Storage limitation

  • Integrity and confidentiality

  • Accountability

We will:

• Provide a Privacy Notice.

• Collect only necessary data for:

  • Service delivery

  • Legal obligations

  • Marketing (with consent)

  • Defending claims or disciplinary actions

Files may be reviewed by regulators for compliance.

7. Anti-Money Laundering Compliance

We are supervised by HMRC and must verify client identity. We may not begin work until this is completed.

8. Bribery Act 2010

We maintain anti-bribery policies and procedures in accordance with the Act.

9. Conflicts of Interest

• We will notify you of any conflicts and apply safeguards.

• If safeguards are not possible, we may cease to act.

• We may act for other clients with opposing interests, subject to confidentiality.

10. Professional Indemnity Insurance

We hold professional indemnity insurance. Details are available on request.

11. Complaints

Please direct any complaints to:
Helen Christopher
Capability House, B31 Wrest Park, Silsoe, Bedfordshire, MK45 4HR
📞 Phone or 📧 Email: helen@bean-sprout.co.uk

12. Confidentiality

• All communication is confidential.

• Disclosure only with your consent or where legally required.

• All staff are bound by confidentiality policies.

13. Disengagement

• A disengagement letter may be issued when we cease to act.

• Either party may terminate with 30 days’ written notice.

• Immediate termination may occur for:

  • Misleading or false information

  • Failure to meet responsibilities

  • Non-payment of fees

We may:

• Invoice for all work to date

• Stop work immediately where required

• Be owed no duties post-termination

14. Communication

• Email communication is authorised unless withdrawn.

• Risks (e.g. interception, delay) are acknowledged.

• You are responsible for virus-checking.

• Notify us of address changes promptly.

15. Fees, Payment Terms & Timetable

• Quoted in [proposal_type] [proposal_number]

• No fixed fee quoted more than 12 months in advance

• Quotes exclude VAT, disbursements, and third-party costs

• Late information may incur additional fees

• Work beyond scope charged at hourly rates (available on request)

• Fees may be adjusted annually

• Payment due within 30 days of invoice

Payment Options:

• Monthly payments via standing order/direct debit

• Amendments made if scope or volume changes

• You remain liable even if a third party (e.g. insurer) is expected to pay

• Late payment may lead to:

  • Interest charges (per Late Payment of Commercial Debts Act)

  • Suspension of work

If a business client fails to pay, we may seek payment from the individual instructing us.

16. Lien

We reserve the right to retain documents until all fees are paid, where legally and ethically permitted.

17. Advice

• Valid at the time given; not to be relied upon later without confirmation

• Must be confirmed in writing by a principal

• Intended solely for the engagement addressee

• Not to be shared or repurposed without consent

18. Delivery of Services

• You must provide accurate, complete, and timely information

• We are not responsible for consequences of late or inaccurate info

• We may resign if delayed or insufficient information is provided

• We may contact third parties to obtain necessary data

• We must report material errors to HMRC without prior written consent, though we will notify you

19. Intellectual Property

Copyright in all documents remains with us unless otherwise stated by law.

20. Internal Disputes

• Our client is the business entity

• In disputes between parties, we will communicate with the Nominated Individual and all listed contacts

• Conflicting instructions will be escalated to the entity’s leadership (e.g., board or partners)

21. Limitation of Liability

• Liability limited to [chosen_liability_cap]

• No liability for indirect or consequential losses

• Not liable where information was withheld, misrepresented, or fraudulent

• Not responsible for losses from third-party referrals

22. Limitation of Third Party Rights

• Advice is for you only, unless otherwise agreed

• No third-party rights under the Contracts (Rights of Third Parties) Act 1999

23. Exclusion for Loss Caused by Others

We are not liable for losses due to actions of others, or inaccurate/incomplete information from you.

24. Indemnity for Unauthorised Disclosure

You agree to indemnify us against claims arising from unauthorised disclosure of our advice.

25. Limitation of Aggregate Liability

As specified in the engagement letter, total liability is capped. You agree not to bring personal claims against our people.

26. Period of Engagement & Termination

• Start date is in the key dates table or as otherwise agreed

• If not specified, engagement starts on [start_date] or on your acceptance

• End date will be detailed in the disengagement letter

27. Retention of Papers

We will return your documents upon assignment completion, unless otherwise agreed.

28. Agreed Further Services

• Any further services beyond those listed will be agreed in writing

• Subject to our usual hourly rates and these terms

• Advice under this clause must be confirmed in writing to be relied upon