Terms and Conditions | InTouch Accounting

ETHICAL AND PRACTICE GUIDELINES
1. InTouch will observe the ethical guidelines of the Institute of Chartered Accountants in England and Wales (“ICAEW”) and accept instructions to act for you on the basis that we will act in accordance with those guidelines.
2. We will provide professional services with reasonable care and skill, however, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any and all appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
3. Provision of information and responses to information requests made of you are required within 14 (fourteen) days of the end of the period to which they relate (unless specified otherwise in the relevant terms of engagement), or the date upon which they were originally requested by InTouch.
4. Pursuant to this Condition and Condition 20 below, you hereby agree to hold harmless and indemnify us against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing in connection with these Terms and Conditions and you have agreed that you will not bring any claim in connection with services provided to you by the firm against any of our employees on a personal basis.
5. We will only supply information to a third party with your authority and similarly, if information supplied by us is to be disclosed to a third party, then our express prior written permission must be obtained pursuant to Condition 9 below.
OUR FEES AND TERMS OF ENGAGEMENT
1. Our fees are set out in the terms of engagement and will be addressed and payable by the party acknowledging, understanding and accepting these Terms and Conditions.
2. If a limited liability company client (“Client Company”) is unwilling or unable to settle our fees in accordance with these Terms and Conditions, we reserve the right to seek payment from any individual (or parent, or group, or associated company), who has been providing InTouch with instructions to act on behalf of the Client Company. This right extends to and includes all directors of the Client Company in default.
3. In accepting these terms, you hereby agree that we are entitled to enforce payment of any unpaid sums from individuals nominated by you and referred to at Condition 2.2 above. It is your sole responsibility to ensure all such persons are made aware of this potential liability.
4. Limited Company Monthly Fees Our services to your limited company (including the preparation of a principal director’s individual personal tax return free of charge) are provided on a fixed monthly basis. Unless otherwise agreed, monthly fees are payable in equal instalments, by direct debit or standing order on the first working day of the calendar month commencing either with the month in which these Terms of Engagement are signed, or on the first working day of the following month, if the date of acceptance is within 7 (seven) days of the calendar month end.
5. The Terms of Engagement will continue, until terminated, and will be periodically amended either in writing or electronically, using either electronic acceptance of revised terms at our on-line client portal found via www.intouchaccounting.com/portal/auth/login (“Client Portal”), or by other electronic means including email.
6. Limited Company Annual Fees
  Services to your limited company may also be on an annual basis. Annual fees, unless otherwise agreed, are payable in accordance with the corresponding Terms of Engagement for Annual fees and can be reviewed via www.intouchaccounting.com/terms-of-engagement
7. Personal Taxation Advice
  Our fees for services provided to you as an individual for personal taxation, are set out in the corresponding Terms of Engagement which are located and may be reviewed via www.intouchaccounting.com/terms-of-engagement. Unless otherwise agreed, the fixed fee is payable in full when the Terms and Conditions are accepted.
8. Incorporation Fees
  Our fees for the incorporation of a new limited company are set out in the Terms of Engagement for company formation and are also available for review via www.intouchaccounting.com/terms-of-engagement. Unless otherwise agreed the fee is payable in full when the Terms and Conditions are accepted.
9. Other Agreed Services
  Our fees for services not included in the standard Terms of Engagement will be agreed in advance of commencing work, and will be set out in specific Terms of Engagement for each assignment.
10. Our fees referred to in Condition 2.9 above are calculated on the basis of time spent by the principals and staff and on the levels of skill and responsibility involved at the charge out rates prevailing at the time.
11. A note of our fees and disbursements will normally be rendered at monthly or other appropriate intervals and is due for payment within 14 (fourteen) days. We are able to provide additional services through associated firms and the nature and scope of any service provided is the subject of a separate letter of engagement issued by the relevant entity.
12. Employment Status
  Our professional services provided to independent contractors trading via a personal service company, require us to either directly, or indirectly, consider the basis upon which those services are provided to others and the relationship that exists between the personal service company and the ultimate end user. When requested, we will review information provided by you and give our assessment of the risks inherent within the intermediaries’ legislation, including IR35, relating to your position.
13. At all times our review and assessment is based on the facts presented and are not subject to any form of warranty, guarantee or indemnity. You hereby agree that our assessment is only a guide, based upon our experience and the circumstances as advised by you and that the ultimate responsibility and liability for taxation, interest and penalties, and any consequential losses remains with you. Any report or opinion given to you will include our standard disclaimer of liability and our conclusions will be suitably qualified in these respects.
14. Value Added Tax (“VAT”)
  VAT will be applied at the relevant rate on the invoice date for all engagements.
15. Payment Terms
  Our invoices must be paid within 14 days of delivery to you. If payment is not made within the 14-day credit period, we will be entitled to charge you interest on the outstanding sum on a daily basis at 5% (five per cent) above HSBC plc’s base rate from time to time in force from the date payment was due.
16. Notwithstanding Condition 2.15 above, InTouch may in the alternative, at its sole discretion, claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
17. If payment is not made within the credit period referred to in Condition 2.13 above, we reserve the right to decline to act any further and the full amount of the work done to that date will be charged to you.
18. Any notices forwarded in connection with Conditions 2.16 to 2.17 above will be provided to you in writing and/or on the Client Portal via www.intouchaccounting.com/portal/auth/login or any other domain which we may use and refer you to in the future.
19. In the event of us ceasing to act for you pursuant to Condition 2.17 above or otherwise, you hereby agree that any obligations in connection with the Terms of Engagement immediately cease and in the event of receiving a request to provide details of your file to a third party, you hereby agree to meet our reasonable costs.
REFUNDS & CANCELLATION POLICY
1. The services we offer are generally provided on the basis of a continuous supply of accountancy and taxation advice commencing from the start of the calendar month in which our appointment commences. These services are renewed on the basis set out in these terms and conditions until terminated by either party.
2. Alternatively, or in addition to the services referred to at Condition 3.1 above, you may instruct us to perform specific work on your behalf in accordance with a previously agreed fixed fee. Instructions received on that basis commence when we confirm acceptance of the terms of our engagement either in writing or by electronic confirmation, or via our Client Portal.
3. Cancellation and Termination
  In the event we receive a cancellation notice from you within 48 (forty eight) hours of the engagement date, we will immediately suspend all work on your account in accordance with your instructions.
4. Following receipt of a cancellation notice no further fees will be incurred without your approval and no fees shall arise on the cancellation of our service unless they are specifically referred to in the Terms of Engagement.
5. In the event you wish to terminate this agreement outside of the time period referred to at Condition 3.3 above, we require 30 (thirty) days written notice to be sent to us at our registered office at Bristol & West House, Post Office Road, Bournemouth, Dorset BH1 1BL.
6. For the avoidance of doubt, following receipt of a termination notice there shall be no refund of your monthly fee for the period relating to the termination notice period referred to at Condition 3.5 above.
7. Termination or suspension under this clause shall be without prejudice to any rights that may have accrued prior to termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect.
8. Refunds policy
  Our refunds policy depends upon the type of engagement and cancellation period, as follows:
  1. Monthly Fees: will not be refund unless a further monthly instalment is received following the expiration of the termination period pursuant to Condition 3.6 above. In the event that we are made aware of any payment:
    1. received by us in error; or
    2. a duplication of a payment has occurred or
    3. payment has been made outside of the agreed terms and conditions; the circumstances will be reviewed and if it found that payment was made in error, we will arrange for your refund to be paid within 5 (five) working days.
9. Company Incorporations: no refunds are payable, however, we will seek to complete the formation in consultation with you as effectively as possible;
10. New engagements (other than Company Incorporations): where a written cancellation notification is received pursuant to Condition 3.3 above, we will refund the balance of any payments received following any deductions for any third party costs incurred. The net refund will be paid within 5 (five) working days.
11. Fees paid for specific projects, tasks or annual services will not be refunded unless notice of cancellation is given to us within 48 (forty eight) hours of the instruction to proceed.
12. DISENGAGEMENT In the event that services are terminated we will normally issue a disengagement letter that sets out the respective responsibilities of each party to the agreement. If we have no contact with you for a period of 12 (twelve) months we will normally issue a letter of disengagement to your last known address terminating our Terms of Engagement
YOUR RESPONSIBILITIES
1. Notwithstanding our duties and responsibilities in relation to our professional services, you shall retain responsibility and accountability for the management, conduct and operation of your business and/or your affairs, deciding on your use of, choosing to what extent you wish to rely on, or implementing advice or recommendations or other product of our professional services, making any decision affecting our professional services, any product of our professional services, your interests or your affairs, and delivery, achievement or realisation of any benefits directly or indirectly related to our professional services which require implementation by you.
2. Unless permitted under the Terms of Engagement or our express written consent, you hereby agree to keep confidential, all information acquired by you during our engagement, concerning InTouch.
QUALITY CONTROL
1. As part of our commitment to provide a high quality service at all times, our files are periodically subject to an independent regulatory control review. Our reviewers are highly experienced and professional and are bound by the same requirements for confidentiality as our staff.
2. In agreeing the Terms and Conditions you accept that from time to time, information subject to the Data Protection Act 1998 (“DPA”) may be made available to reviewers referred to in Condition 6.1 above.
HELP US TO GIVE YOU THE BEST SERVICE
1. If at any time you would like to discuss with us how our service could be improved, or if you are dissatisfied with the service you are receiving, we hope that you will bring your concern to our attention.
2. We undertake to investigate any complaint carefully, to promptly take the appropriate action to resolve the matter and to fully discuss the position with you. If you are unhappy with the initial response received you may refer the matter to a director of InTouch by emailing: director@intouchaccounting.com.
3. If, in exceptional circumstances, we still do not answer the complaint to your satisfaction, you may refer the matter to the ICAEW.
OWNERSHIP OF COPYRIGHT & INTELLECTUAL PROPERTY RIGHTS
1. We shall retain ownership of the copyright and all other intellectual property rights in the product of the professional services, whether oral or tangible, and ownership of our working papers. You shall acquire ownership of any product of the professional services in its tangible form on payment of our fees for any such product including full payment of the annualised monthly fee until the date of termination of the Terms of Engagement.
2. For the purposes of delivering services to you or other clients, we shall be entitled to use, develop or share knowledge, experience and skills of general application gained through performing our professional services.
3. We retain ownership of all copyright and other intellectual property rights in any document, process, electronic system (including our web site, the Client Portal, software applications, files, and spreadsheets) which may be made available for your use, for the duration of our engagement. This includes any know how, passwords, logins and other material of whatever nature, that enables you to access and use the InTouch system and Client Portal. For the duration of our engagement you will be granted a non exclusive, non transferable license to be used only for the purposes of our engagement. We reserve the right to remove access to our system where you are in breach of any of the Terms of Engagement. On termination of the engagement your license expires immediately and you agree not to use the intellectual property from that date.
4. We draw your attention to specific usage terms for the web site and Client Portal that you will be required to accept and observe in using the intellectual property provided by InTouch, which can be found at www.intouchaccountingcom/terms-of-use and www.intouchaccounting.com/acceptable-use
CONFIDENTIALITY
1. During the course of our engagement, InTouch may acquire information concerning your business or affairs in the course of delivering the professional services (“Confidential Information”), we shall comply with the confidentiality standards of the ICAEW being our regulatory body and we shall adhere to the confidentiality restrictions imposed on us by law.
2. Confidential Information does not include any information that:
  1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this condition); or was available to the receiving party on a non- confidential basis prior to disclosure by the disclosing party; or
  2. we subsequently agree in writing is not confidential or may be disclosed.
3. Each party hereby agrees to keep the other party's Confidential Information confidential and shall not:
  1. use such Confidential Information except for the purpose of exercising or performing its obligations under these Terms and Conditions; or
  2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
4. A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
5. These Terms and Conditions shall not prohibit our disclosure of Confidential Information where we wish to disclose it to our professional indemnity insurers or advisers, in which event we may do so in confidence only.
6. During the course of the professional services provided we will obtain, use, process and (in appropriate cases and with your consent) disclose, personal data about you and any employees. InTouch is registered under DPA and pursuant to its provisions anyone has a legal right of access to the personal data that is being held about them. Any personal or financial information you provide us with, may be used by us, and where applicable our associated firms, for their purposes, and to send information, leaflets, offers and promotions which may be of interest to you and/or your employees.
7. By agreeing to these Terms of Engagement you confirm that you consent, and where applicable have obtained consent, to the storage, processing and sharing of the information in the above manner. If at any time anyone wishes to ensure they are no longer contacted for any or all of these purposes then they can write to us requesting us to remove their details.
CONFLICTS OF INTEREST AND INDEPENDENCE
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 adverse to yours. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you. If the conflict is capable of remedy by the adoption of suitable processes to protect your interests, then we will adopt or amend those processes.
INVESTMENT BUSINESS AND INSURANCE SERVICES
1. We are not regulated by the Financial Services Authority to provide investment advice nor to conduct investment business.
2. It is our policy to refer all investment business and requests for insurance advice to an independent authorised and regulated third party. Any work resulting from such a referral is the subject of a separate engagement letter from the relevant firm.
CLIENT MONIES
We do not hold monies on behalf of our clients.
ELECTRONIC COMMUNICATIONS
1. Internet communications are capable of data corruption and there is also a risk of non- delivery or non-receipt, delayed delivery or delayed receipt, or interception by third parties. Consequently we do not accept any responsibility for changes or delays made to such communications after their despatch.
2. InTouch does 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.
Virus Scanning
InTouch uses virus-scanning software to reduce the risk of viruses and other infections being transmitted via email or other electronic storage devices. However, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses, nor for communications that are corrupted or altered after despatch. It is the responsibility of the recipient to carry out a virus check on any attachments received.
Accidental Errors
Whilst every reasonable effort is made to prevent or detect accidental errors when using this method of communication, InTouch shall not be liable for IT-related errors that may occur and go undetected, even where this relates to personal or commercially sensitive information.
If you do not wish to accept these risks then you should advise us immediately and we may arrange to terminate the engagement.
Web Site and Client Portal
In addition to Conditions 13.1 to 13.6 above, we refer you to the following terms and conditions of use relating to electronic communication and access to our web site and Client Portal, all of which may be found on the following web pages:
1. website terms of use www.intouchaccounting.com/terms-of-use;
2. website privacy policy www.intouchaccounting.com/privacy-policy; and
3. website acceptable use policy www.intouchaccounting.com/acceptable-use-policy.
PRIVACY AND DATA PROTECTION
1. In certain client areas of the Client Portal and other password-protected areas of the website, we may request certain data about you to be entered or confirmed. Any data collected is managed in accordance with the terms of the DPA and other relevant legislation.
Data Protection To enable InTouch to complete the Terms of Engagement and discharge its obligations in connection therewith, we will be required to obtain, use, process and disclose personal data about you. You have a right of access to the personal data we hold about you. Should you wish to have access to the personal data we hold about you, please contact us via the Client Portal.
Security
1. We observe strict security standards and procedures in order to reduce the risk of unauthorised access to your data. Our security procedures include data encryption, use of firewalls, passwords, and server authentication designed to protect the security of your data at all times.
2. Our procedures and processes referred to in Condition 14 are reviewed regularly to ensure they comply with the Payment Card Industry (“PCI”) Security Standards Council’s recommendations, including PCI data security standards and requirements of PCI validation.
Credit Card Information & Bank Account Transactions
1. We do not store any credit card information you provide to make payments on your account.
2. As a user of our on-line facilities and services you will upload electronic bank statements. We remain aware of the sensitive nature of this information and have established processes to ensure its safety and integrity.
Disclosure as a Client
On occasion we may wish to include you, or your business name, within a list of our clients for marketing, publicity or other business purposes.
In agreeing to these Terms and Conditions you hereby consent to us being able to disclose our engagement with you. Information may be disclosed but if you wish to be excluded from this sort of promotional or marketing activity please notify us and you will be excluded.
RETENTION OF RECORDS AND FILE DESTRUCTION
1. During the course of the engagement we will collect information from you and others acting on your behalf. Whilst certain documents may legally belong to you, unless these are collected beforehand, we intend to destroy correspondence and other papers that we store that are more than seven years old, other than documents which it is believed may be of continuing significance.
We may choose to hold documents in electronic format and consequently may destroy original papers at an earlier date. You are responsible for informing us should you wish original documents that have been stored electronically to be returned to you rather than be destroyed. We reserve the right, following termination of our service, to charge for document retrieval held by us in our, or a third party archive service provider.
You have a legal responsibility to retain documents and records used in the production of your accounts and relevant to your tax affairs for the following periods:
1. individuals, trustees and partnerships with trading or rental income: 5 (five) years and 10 (ten) months after the end of the tax year to which they relate;
2. limited companies: 6 (six) years after the end of the accounting period to which they relate; and
3. in all other cases for 22 (twenty two) months after the end of the tax year to which they relate.
CLIENT IDENTIFICATION & PREVENTION OF MONEY LAUNDERING
1. InTouch is required to confirm the identity of its clients for the purposes of compliance with applicable anti-money laundering legislation including the Money Laundering Regulations 2007 and the Proceeds of Crime Act 2002 (“POCA”).
2. In adherence with legislation referred to in Condition 16.1 above, InTouch is required to:
  1. maintain identification procedures for all clients and beneficial owners of clients;
  2. maintain records of identification, evidence and the work undertaken for the client; and
  3. report, in accordance with the relevant legislation and regulations.
3. InTouch has a duty under section 330 of POCA to report to the Serious Organised Crime Agency (“SOCA”) if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
4. The offence of money laundering is defined by section 340(11) of POCA and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal office in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.
5. InTouch is obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.
6. InTouch is not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under POCA in accordance with the guidelines published by the Consultative Committee of Accountancy Bodies.
FORCE MAJEURE
1. InTouch shall not be in breach of these Terms and Conditions nor liable for any failure or delay in performance of any obligations under these Terms and Conditions (and, subject to Condition 17.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following:
  1. Acts of God, flood, earthquake, windstorm or other natural disaster;
  2. epidemic or pandemic;
  3. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
  4. terrorist attack, civil war, civil commotion or riots;
  5. nuclear, chemical or biological contamination or sonic boom;
  6. any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent;
  7. fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the party seeking to rely on this clause or companies in the same group as such party) or accidental damage;
  8. loss at sea;
  9. extreme adverse weather conditions;
  10. interruption or failure of utility service, including but not limited to electric power, gas or water;
  11. any labour dispute, including but not limited to strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as such party);
  12. non-performance by subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
  13. collapse of building structures, failure of plant machinery, machinery, computers or vehicles.
  14. Should InTouch be subject to a Force Majeure Event we shall not be in breach of these Terms and Conditions provided that:
  15. we notify you in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and
  16. we have used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under these Terms and Conditions in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
2. If the Force Majeure Event prevails for a continuous period of more than three months, either party may terminate this agreement by giving 30 (thirty) days’ written notice to the other party. Such termination shall be without prejudice to the rights of InTouch occurring prior to such termination.
CHANGES IN LEGISLATION
Any advice we provide is based upon our understanding and interpretation of the existing law at the time the advice is provided. Laws and best practice are subject to change or modification and we can accept no responsibility for reliance placed on advice provided by us on earlier occasions (before changes in legislation are published), without you first confirming that the original advice remains our advice.
CONTACT (RIGHTS OF THIRD PARTIES) ACT 1999
1. You hereby agree that all advice received by you during the course of any engagement is provided to you by InTouch and you agree that in the event of any default arising, your sole recourse is against InTouch and not any third party, including but not limited to any other firm, LLP, partner, member, company, director, shareholder or employee or an individual who may have advised you during the course of an engagement.
2. A person who is not a party to these Terms and Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
3. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms and Conditions is not subject to the consent of any person that is not a party to these Terms and Conditions.
LIMITATION OF LIABILITY
1. InTouch shall provide its professional services outlined in these Terms and Conditions with reasonable care and skill. We carry professional indemnity insurance to provide cover for any negligence on our part and the part of our directors and staff. We do not seek to avoid the consequences of any errors on the part of InTouch, but we do wish to limit our liability to the sum of £100,000. We consider this to be an appropriate and reasonable level of limitation for this engagement and by accepting these Terms and Conditions you hereby signify that you understand and accept this limitation on our liability to you.
2. The maximum total liability referred to at Condition 20.1 above includes all and any claims in respect of breaches of contract, negligence or other legal liability in the supply of the professional services, save that it is agreed that, any liability for loss in excess of that directly and naturally resulting from such a breach is excluded; the maximum total liability referred to above shall also include all and any claims for interest and costs.
3. Notwithstanding Condition 20.1 above, InTouch shall not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities.
4. We will not be liable to you for losses, interest, fines, surcharges, additional taxation or penalties which may be sought or otherwise assessed on you, in any of the following circumstances:
  1. in relation to the discovery of fraud, where information material to the Terms of Engagement with us and information provided to us, is deliberately or negligently withheld, misrepresented, or concealed. This exclusion applies equally to officers, employees and advisers to the party concerned. To the extent that in the performance of our agreed work under the Terms of Engagement, and using reasonable skill and care, the omissions or misrepresentations did or should have, come to our attention without making further enquiry, then this exclusion of liability will not apply;
  2. loss caused by others. We will not be liable to you due to acts or failure to act of any other person, or where incomplete, misleading or false information is provided to us, or where advice we provide is not acted upon.
5. You agree to hold harmless and indemnify us, our directors and employees:
  1. against any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with these Terms and Conditions;
  2. arising from any unauthorised disclosure by you, or your employees, agents or associates of our advice or opinions.
6. We will from time to time be asked for, and will provide you with, our assessment of the degree of risk that the intermediaries’ legislation being imposed or applied to your circumstances poses. Our opinion may not be the same as that formed by HMRC and you must regard it as only our interpretation. You accept that the ultimate responsibility for any tax liabilities (plus any interest and penalties) remain solely with you at all times.
WAIVER AND ASSIGNMENT
1. Failure by any one of us to exercise or enforce any rights available to us shall not amount to a waiver of any rights available to either of us.
2. You shall not have the right to assign the benefit (or transfer the burden) of the Terms of Engagement Letter to another party without our written consent.
THIRD PARTIES
1. If any payment is made by you to a third party, under these Conditions you shall not seek recovery of that payment from us at any time.
2. If you breach any of your obligations under these Terms and Conditions and there is any claim made or threatened against us by a third party, you shall compensate us and reimburse us for and protect us against any loss, damage, expense or liability incurred by us which results from or arises from or is connected with any such breach and any such claim.
NOTICES
1. Any notice to you or us delivered under these Terms and Conditions shall be in writing and delivered by pre-paid first class post or pre-paid overseas equivalent to, or left at, our respective addresses appearing in these Terms and Conditions or such other address as may be notified in writing.
2. Notices delivered by post shall be deemed to have arrived where posted from and to addresses in the UK, on the second working day and where posted from or to addresses overseas, on the tenth working day following the date of posting.
3. Notwithstanding Conditions 23.1 and 23.2 above, notices may also be delivered electronically, including by email, to director@intouchaccounting.com; however, before they are deemed to have arrived, such notices require formally acknowledgement by electronic reply from InTouch.
COMMISSION, INTRODUCER FEES & OTHER SERVICES
1. In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of introductions or transactions that have been arranged. You hereby consent to such commissions or other benefits being retained by us or, as the case may be, by our associates, without our, or their, being liable to account to you for any such amounts. Cater Allen Private Bank and Other Banking Institutions
2. It is our policy to assist clients and to act as an introducer in the provision of suitable bank account facilities upon request. Cater Allen Private Bank (“CAPB”) and other banking institutions provide bank account facilities directly and through introducers. We can assist you in understanding your needs but in deciding which account to access, the responsibility remains solely with you for the choice of provider and the type of account.
3. InTouch receives commission from CAPB based on overall cleared deposit balances held in all accounts where InTouch has acted as introducer. Other banking institutions offer introducers a fixed fee for all new accounts opened. The amounts received by InTouch from CABP vary from 0.0% to 0.25%. Total deposits, held as cleared funds, are calculated on an aggregated basis and cannot be applied to a specific balance. InTouch may receive one-off fixed amounts of up to £150 (one hundred and fifty pounds sterling) from other providers where new bank accounts are opened following an introduction by InTouch. You hereby consent to us retaining any amounts received from this or similar arrangements.
4. Other Commissions
  InTouch may receive commissions and other financial payments from third party providers of financial services, legal or other professional advice that is generally in proportion to the levels of income derived by them from introductions made by us. Regulated FSA providers are separately obliged to disclose to you all earnings and commissions due to them from work performed on your behalf.
5. InTouch is not generally provided with details of such transactions in advance. Consequently we cannot disclose precise amounts before the terms are concluded. When other providers receive commission on introductions made by InTouch they pay an introducers commission of between 0% and 20% of the fee they receive. You also consent to these amounts being retained by us.
SEVERANCE
1. If any term in or part of these Terms and Conditions shall, in whole or in part be held to any extent to be unenforceable for any reason, then that term (or part of it) shall to that extent be deemed not to form part of the Terms of Engagement.
2. The enforceability of the remainder of the Terms and Conditions shall not be affected by the unenforceability of that term or part.
GOVERNING LAW AND JURISDICTION
1. These Terms and Conditions shall be governed by and construed in accordance with English Law.
2. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms and Conditions and any matter arising from them.
3. 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.
PARTIES CONFIRMATION OF AGREEMENT OF TERMS AND CONDITIONS
1. Once accepted, by signing the Terms of Engagement, these Terms and Conditions shall remain in effect until cancelled or terminated pursuant to Condition 3, or superseded in writing.
2. Where it proves necessary to amend these Terms and Conditions for any reason, a revised copy will be sent incorporating such changes and such revised Terms and Conditions shall be effective until cancelled, terminated or further amendment pursuant to Condition 27.1 and this Condition 27.2.