These terms and the engagement
These Terms & Conditions (“Terms”) govern the supply of professional services by CENTRIX ACCOUNTANTS (“Centrix”, “we”, “us”) to business clients and, where applicable, use of our website and client workspace. They should be read together with the letter of engagement (and any schedules) issued for a particular matter.
If there is a conflict, the signed letter of engagement prevails over these Terms for that matter, except where a provision of these Terms is required by law or by our professional body and cannot be varied.
By instructing us, signing a letter of engagement, submitting a consultation or contact request, or accessing the client workspace, you agree to these Terms. If you do not agree, you must not instruct us or use the workspace.
Nature of our services
We provide corporate financial advisory, tax strategy, accounting, payroll, compliance, R&D incentive support, Companies House and related professional services, as described on our website and confirmed in the letter of engagement. We are a senior-led practice: work is scoped and delivered by qualified specialists, not by junior production layers.
Our services are professional advisory and compliance services. Unless the letter of engagement expressly states otherwise, we do not act as auditors, we do not provide investment advice regulated under FSMA 2000, and we do not act as legal representatives in litigation. Tax outcomes depend on the facts, the law at the relevant time, and HMRC’s application of that law; we do not guarantee a particular tax result, enquiry outcome or credit amount.
Advice is given for the named client entity and for the purpose stated. It may not be relied upon by any other person or for any other purpose without our prior written consent.
Website and portal use
The public website is provided for information about our practice and to receive enquiries. Content is general in nature and does not constitute advice. You should not act on website material without a formal engagement.
The client workspace is available only to authorised users of an engaged client. You must keep login credentials confidential, use multi-factor authentication where offered, and notify us immediately if you suspect unauthorised access. You must not attempt to access another client’s data, probe, overload or reverse-engineer the workspace, or upload unlawful or malicious content.
We may suspend access to protect the security of the practice or other clients, or if fees are overdue. We may update the website and workspace from time to time.
Client responsibilities
The quality and timeliness of our work depend on complete, accurate and prompt information. You remain responsible for the conduct of your business, for statutory filings that are not within our agreed scope, and for decisions taken on the basis of our advice.
- Provide complete and accurate books, records, explanations and source documents by the dates we request, including information needed for tax, accounts, payroll and Companies House filings.
- Notify us promptly of changes to directors, shareholders, beneficial owners, accounting systems, banking, VAT schemes, group structure, or any HMRC or regulatory correspondence.
- Cooperate fully with Customer Due Diligence / KYC, including identity, control and source-of-funds information, as set out in our AML Policy.
- Review draft accounts, tax computations and returns we issue and notify us of errors or omissions before filing or approval deadlines.
- Ensure that persons you authorise to instruct us have authority to bind the client entity.
- Settle invoices in accordance with the letter of engagement and these Terms.
- Maintain your own backups of source records; we are not the official archive of your statutory books unless expressly agreed.
If information is late, incomplete or inaccurate, we may be unable to meet statutory deadlines, and additional fees, penalties or interest may arise. HMRC penalties and interest charged to you remain your responsibility unless caused solely by our negligence as defined in these Terms.
Fees, expenses and payment
Fees are as set out in the letter of engagement, service package, or written quotation. Package prices published on our website are indicative monthly starting points, exclusive of VAT, and may be adjusted once we have assessed the complexity of your affairs. Ad hoc and specialist work (including HMRC investigations, M&A, R&D claims and out-of-scope filings) is charged separately unless included in writing.
Invoices are payable within 14 days of the invoice date unless otherwise stated. We may request payment on account before commencing work. We reserve the right to charge interest on overdue sums at 8% per annum above the Bank of England base rate, and to suspend work (including filings) if sums remain unpaid after notice.
You are responsible for disbursements reasonably incurred (Companies House fees, software licences we purchase on your instruction, courier, apostille and similar). VAT is charged where applicable.
Professional standards and conflicts
We conduct engagements in accordance with applicable ICAEW and ACCA professional standards, UK tax and accounting law, and our internal quality procedures. We will inform you if a conflict of interest arises that we cannot manage with information barriers or consent. We may decline or cease an engagement where professional rules, AML obligations or a conflict require it.
You authorise us to make such filings and submissions as fall within the agreed scope, including to HMRC and Companies House, once you have approved drafts or as otherwise agreed in the letter of engagement.
Confidentiality
Each party shall keep confidential the other’s non-public business information obtained in the course of the engagement, except information that is public other than by breach, that must be disclosed by law or professional obligation, or that is disclosed to professional advisers under a duty of confidence.
Our duty of confidentiality is qualified by mandatory reporting and disclosure obligations, including AML, terrorist-financing, tax-evasion facilitation and court or regulator production duties. We will not “tip off” in a manner prohibited by law. See our AML Policy and Privacy Policy.
Intellectual property
Working papers, methodologies, templates, software configuration and know-how remain our intellectual property. You may use deliverables we issue to you (accounts, computations, advisory memoranda) for the internal purposes of the client entity and for filing with HMRC and Companies House. You may not resell, publish or commercially exploit our templates or internal tools without consent.
Website content, branding and the CENTRIX name and device are our property. You may not copy or frame the site except as permitted by law.
Limitation of liability
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.
Subject to the preceding paragraph, our aggregate liability to you arising out of or in connection with an engagement — whether in contract, tort (including negligence), breach of statutory duty or otherwise — shall not exceed the amount stated in the letter of engagement or, if none is stated, the greater of (a) five times the fees paid to us for the specific service giving rise to the claim in the twelve months preceding the claim, and (b) £50,000.
We shall not be liable for loss of profit, loss of goodwill, loss of anticipated savings, loss of data (except to the extent caused by our failure to take reasonable care of data in our possession), or any indirect or consequential loss.
We shall not be liable for loss arising from inaccurate, incomplete or late information supplied by you or by third parties you nominate; from changes in law or HMRC practice after advice is given; from filings you instruct us not to make; or from the acts or omissions of other professional advisers.
Any claim must be notified to us in writing as soon as reasonably practicable and in any event within three years of the act or omission complained of. Claims may be brought only by the client entity named in the letter of engagement.
Indemnity
You agree to indemnify us against losses, costs and claims (including reasonable legal costs) arising from your breach of these Terms, from inaccurate or misleading information you provide, or from third-party claims relating to your use of deliverables other than for the agreed purpose — except to the extent caused by our negligence or wilful default.
AML, sanctions and tax evasion
We are required to apply Customer Due Diligence, ongoing monitoring and, where appropriate, Enhanced Due Diligence before and during an engagement. We may refuse to act, delay filings, or terminate the engagement if CDD cannot be completed, if a sanctions or PEP issue cannot be managed, or if we are not satisfied as to source of funds or the purpose of the relationship.
You confirm that funds paid to us are from legitimate sources and that you will not instruct us to facilitate tax evasion or any criminal property arrangement. Our duties under the Criminal Finances Act 2017, POCA 2002 and the Terrorism Act 2000 override conflicting instructions. Details are set out in our AML Policy, which forms part of the compliance framework of every engagement.
Term, suspension and termination
Either party may terminate an engagement by written notice as specified in the letter of engagement or, if silent, on 30 days’ written notice. We may terminate or suspend immediately if you commit a material breach, fail to pay, fail to provide CDD information, or if continuing would, in our reasonable opinion, breach law or professional rules.
On termination you remain liable for fees and disbursements incurred to the termination date, including work in progress. We will return original records that belong to you, subject to any lien for unpaid fees where permitted, and retain copies as required by law, AML rules and our professional-indemnity insurers. We are not obliged to continue time-critical filings after termination unless we have agreed in writing and fees are current.
Complaints, governing law
If you are dissatisfied, please write to us at 1 Canada Square, Canary Wharf, London E14 5AB or enquiries@centrix-accountants.co.uk, marked for the managing partner. We will acknowledge and investigate in line with our complaints procedure. You may also have a right to complain to ICAEW or ACCA, depending on the nature of the work and the member responsible.
These Terms, and any non-contractual obligations arising out of them, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may pursue unpaid fees in any jurisdiction in which you are established or hold assets.
If a provision is held unenforceable, the remainder continues in effect. We may update these Terms for new instructions and for website use; existing signed letters of engagement continue on the terms in force when they were agreed unless we both agree a variation in writing.
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