Active Terms & Conditions
Introduction
The following pages set out the terms and conditions under which we (19b.uk Ltd) agree to act. These terms and conditions (as updated from time to time) form part of the letter of engagement between us. They should be considered in conjunction with the following documents provided to you, to which you have also agreed:
- The proposal.
- The individual schedule of services, including their respective scope and responsibilities.
- The privacy notice.
These terms and conditions shall remain in force unless and until they are replaced by updated terms and conditions.
Applicable Law
Our engagement with you and the provision of the services provided are governed by the law and practise of England & Wales. Accepting the letter of engagement and these terms confirms both of our agreements that the courts of England & Wales will have exclusive jurisdiction over any claim or dispute over any matter in respect of the engagement.
Professional Body
We are subject to regulation by The Institute of Certified Bookkeepers (ICB).
The website of our professional body is www.bookkeepers.org.uk where you can find details of our firm in the register of practice licence holders along with the code of ethics and the regulatory framework with which we are required to comply.
Anti-Money Laundering Compliance
We are supervised by The Institute of Certified Bookkeepers for anti-money laundering compliance. We are required to obtain information to identify and verify our clients. This may be done by requesting the information from you and/or by making searches of appropriate databases designed for the purpose.
We will not usually be able to start working for you until such time as this information is received.
Bribery Act 2010
In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and staff from offering or receiving bribes.
Confidentiality
In accordance with our code of ethics all communication between us is confidential. Information will not be disclosed unless authorised by you (for a specific item or generally via the privacy notice) or where required by law or regulation.
Subcontractors working on your affairs will be bound by our client confidentiality and security terms and policies.
Data Protection
We will comply with the General Data Protection Regulations and the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2020 which merge the previous requirements of the Data Protection Act with the requirements of the General Data Protection Regulation ((EU) 2016/679) when dealing with your personal data.
GDPR provides that personal data only includes information relating to natural persons who can be identified or who are identifiable, directly from the information in question; or who can be indirectly identified from that information in combination with other information.
This will include but is not limited to a name, identification number, location data or an online identifier.
When providing accountancy services, we will usually be acting as a controller under the regulations. We will be controllers as we will make decisions about processing activities when providing the agreed service to you.
We may act as a processor when providing certain services such as payroll. In this case you would be the controller and we would act on your instructions.
We ensure that we comply with the principles as set out in the GDPR (for more information see www.ico.org.uk) when collecting and processing data. These principles are:
- Lawfulness, fairness, and transparency
- Purpose limitation
- Data minimisation
- Accuracy
- Storage limitation
- Integrity and confidentiality
- Accountability
To comply with these principles, we will provide you with a privacy notice which should be read in conjunction with the letter of engagement, proposal, schedules of services and these terms and conditions.
We will ensure that the information that we collect and process is limited to that necessary for:
- Providing the agreed services
- Complying with legal and regulatory obligations
- Contacting you with details of other services (where consent has been given)
- Other legitimate reasons necessary to protect against claims or disciplinary action.
To comply with the regulations of our professional body, ICB, our files may be subject to review by a professional body, regulator or another qualified third party to ensure our continued compliance with those regulations.
Client Money
Client money is money in any currency or form that we receive from a client or hold for a client which is not immediately due to us in accordance with our agreement.
Fees paid in advance for agreed services to be provided are not client money.
Where directed by the client, we may offset client money against outstanding invoices due from that client.
We will not hold assets belonging to you or any of our clients.
Investment Advice, Funding & Consumer Credit
Investment business is regulated under the Financial Services and Markets Act 2000.
If you are seeking advice on investments, including insurances, we will have to refer you to someone who is authorised by the Financial Conduct Authority or the Prudential Regulation Authority or licensed by a Designated Professional Body as we are not authorised to give such advice.
We will account to you for any commission which we may receive in accordance with the rules of our professional body.
Commissions Received Excluding Investment Business Commissions
From time to time, we or another connected business may receive a commission or other benefit because of an introduction to another professional or a transaction arranged for you.
If this occurs, we shall account to you for the commission, which means you will be notified in writing of the terms and payment of the commission or benefit.
You agree that we can retain such commissions or benefits.
General Advice
Any advice given outside the scope any fixed fee piece of work or service without additional agreements or charges is given in good faith and without prejudice. We accept no liability in any respect for actions and results consequential to the advice provided in these circumstances.
Advice given is valid at the time it is given. If you are implementing plans yourself later, you need to confirm that there have been no changes in any relevant facts or to laws and regulations that will impact on the validity of the advice.
Any advice given to you should not be passed to a third party without our express permission.
Any advice can only be used for the purpose for which it is given.
Conflicts of Interest
We reserve the right to act for other clients whose interests are not the same as or are averse to yours, subject, of course, to the obligations of confidentiality stated in these terms and conditions.
Where there is a conflict of interest in our relationship with you or in our relationship with you and another client, we will notify all parties and where possible apply appropriate safeguards to protect the interests of all parties.
Where suitable safeguards cannot be applied, we may be unable to provide further services.
Complaints
We always aim to provide an excellent service. However, should you be dissatisfied in any way please contact Toby Bradley by telephoning on 01543 222001, or by emailing complaints@19b.uk.
We undertake to investigate any complaint carefully and promptly and to take all reasonable measures to resolve the position to your satisfaction. If we do not deal with your complaint to your satisfaction, you may take up the matter with our professional body, ICB. At that point, if appropriate, we shall also provide you with details of an approved body that you may wish to contact regarding a possible alternative dispute resolution process.
Disengagement
When we cease to act for you a disengagement letter may be issued. This will ensure that our respective responsibilities are clear and agreed.
Should we be unable to contact you we may issue a disengagement letter to your last known address and cease to act.
Each of us may terminate this engagement by giving at least a 30-day notice period, in writing (electronic or post), to the other party.
Termination shall be without prejudice to any rights that may have accrued to either party prior to termination.
We shall also have the right to terminate this engagement immediately and cease to work for you in the event that you fail to pay our invoices or if you fail to provide us with complete, timely or accurate information to enable us to carry out the services we have agreed to perform for you or where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information.
In the event of termination of this engagement without notice we will endeavour to agree with you the arrangements for completion of the work in progress at the time unless we are required for legal or regulatory purposes to cease work immediately. In either case, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
At the time of termination of this engagement (for whatever reason) we will invoice you for all work carried out to the point of termination (in so far as not already invoiced) at our agreed normal rates.
Our engagement with you will cease once we have completed all work that we have agreed to perform for you under this engagement.
Once our engagement with you has terminated or ceased (for whatever reason) we shall owe you no further duties to act for you or to advise beyond the date of termination or cessation of the engagement.
Communication
We will communicate with you and any agreed third party by as secure a method as possible.
If you have provided us with your email address, we shall accept that as your authorisation to communicate with you by electronic means, unless you withdraw that authorisation.
Where you have agreed to receive electronic communications, you acknowledge there is a risk of non-receipt, delays, misdirection, or interception by a third party, and you indemnify us against all potential liabilities in this regard.
Although we use up to date virus protection software to reduce the risk you are responsible for virus checking any emails and attachments.
However careful parties are, there is a risk associated with electronic communication which you accept in return for speed and efficiency.
To ensure that communication is effective you are required to notify us promptly of any change of your contact details.
Fees, Payment Terms & Timetable
We will usually provide you with a fixed fee for each piece of work or service, such fees will be set out in our proposal in respect of that work including the scope and respective responsibilities.
Unless agreed to the contrary within the scope for that piece of work, any fixed fee quoted does not include any disbursements, or the costs of any third party, which shall be invoiced separately as an additional charge.
We will spread invoices for fixed fee elements by way of monthly invoices – to be paid by standing order – over a period of 12 months.
Where the fixed fee agreed for the work is dependent on a variable factor, for example employee numbers or number of invoices, a regular review will be undertaken for any changes and our fees will be revised accordingly.
Where it becomes necessary to revise the fees, we shall explain the revised costs to you in writing and require you to amend the monthly standing order accordingly in line with our updated invoiced amount.
Any ad-hoc work agreed to be carried out beyond the scope any fixed fee piece of work or service will be charged at our normal hourly rates or for a pre-agreed fixed fee, which shall be invoiced separately when the work is complete.
All fees in our proposal or for any ad-hoc work or quotation are stated exclusive of VAT, which shall be added to our invoices at the applicable current rate.
We may request from you one or more payments on account of our fees and disbursements.
All invoices issued are strictly due for payment within 14 days of the date of issue of the relevant invoice.
In any situation where our fees are expected to be paid by a third party (e.g. by an insurance provider in relation to an HMRC investigation), until those fees have been paid in full, you shall remain liable for our fees.
We reserve the right to suspend or stop work on your affairs entirely where any fees due from you remain outstanding 14 days after the issue of the relevant invoice. We intend to exercise these rights only where it is reasonable and fair to do so.
We reserve the right to charge interest and claim debt recovery costs on all late payments. Where applicable this will be charged under the Late Payment of Commercial Debts (Interest) Act 1998.
If you do not accept that an invoiced fee is fair and reasonable you must notify us within 14 days of receipt, failing which you will be deemed to have accepted that payment is due.
In so far as permitted to do so by law and professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all assignments undertaken for you until all outstanding fees and disbursements are paid in full.
Our fees will usually be reviewed annually by way of an updated proposal and confirmed re-engagement.
Agreed Further Services
We will carry out such further additional services beyond those listed in the Schedules as we may agree with you in writing. Such additional services will be subject to our usual hourly rates and the terms of the Engagement letter and these terms and conditions. Any advice given under this clause may only be relied upon if confirmed by us in writing.
Delivery of Our Services
You agree to provide full and accurate information necessary for us to advise in relation to your affairs. We will rely on the information and documentation being true, correct, and complete, and will not audit the information or those documents. We are not responsible for any inaccuracies in the information provided to us by you or third parties, and our advice is based on that information.
If we ask for information to be provided to us by a specific date, we shall not be responsible for any losses arising if you provide information after that date, for example, in relation to the completion of tax returns, even if you provide the information prior to the filing deadline for the return.
We strongly recommend that you instruct us sufficiently in advance so that we have time to give properly considered advice prior to any deadline.
If you delay in providing information to us, such that we are unable to provide the agreed services, we may seek to resign from the engagement.
You authorise us to approach such third parties as may be appropriate for information that we consider necessary to perform the engagement.
When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner.
You confirm that we may contact HMRC to advise them of any errors that we consider to be material that we identify in your reported tax affairs without your prior written consent (although we will, of course, advise you of such action).
Retention of Papers
We will return documents that belong to you when the assignment is complete unless specifically agreed with you. If we continue to hold records for you, we will agree how they should be treated when we cease to act.
Intellectual Property Rights
We will retain all copyright in any document we prepare for you unless the law specifically provides otherwise.
Internal Disputes
If there is a dispute between the owners and/or managers of the entity engaged, we will continue to communicate with the Nominated Individual but will copy in all persons whose email details have been provided to us.
If conflicting advice, instructions, or information are received from different individuals at the client, we will refer all matters to the board of directors/partners/spouses (as appropriate) and will take no further action until the client has confirmed the course of action to be taken as an entity.
Professional Indemnity Insurance
We are required by our professional body ICB to have professional indemnity insurance.
Details about the insurer and the territorial coverage can be provided on request at our offices by appointment or via email.
Limitation of Liability
We will provide our services with reasonable care and skill. Our liability to you arising from the services, whether arising in contract, tort, breach of statutory duty or otherwise is limited to the fee charged for the specific fixed fee piece of work or service.
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation, or wilful default on the part of any party to the transaction and their directors, officers, employees, agents, or advisers.
The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.
We will not be liable if losses, penalties, interest, or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading, or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.
Where we refer you to another firm for advice on matters outside the remit of our engagement, even if connected or related to the engagement, who you then instruct directly, we accept no responsibility in relation to the work carried out by that firm and will not be liable for any losses caused by them.
You agree to indemnify us and our agents in respect of any claim, including but not limited to any claim for negligence, (such indemnity to extend to all liabilities, costs, expenses, damages and losses, including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and including payment at our usual rates for the time spent by us in defending it, and all and other reasonable professional and management costs and expenses) arising out of any unauthorised disclosure of our advice and opinions, whether in writing or otherwise.
You agree that you will not bring any claim of a kind against any of our directors, members, agents, consultants, subcontractors or employees on a personal basis, nor any former directors, members, agents, consultants, subcontractors, or employees.
v1.0 1/Jan/2026