ACCOUNTANT ONLINE TERMS AND CONDITIONS
Please note that this agreement of services is subject to certain acceptance procedures and until these procedures are completed we will not be able to carry out the services as outlined. Such procedures include the verification of identity of directors, business owners and shareholders, receipt of general information about the business, clearance letters from former accountant and other information required as part of our client acceptance policies. No refund is due following a failure to complete our acceptance process.
1 Applicable law
1.1 Our Terms and Conditions shall be governed by, and construed in accordance with, Irish law. The Courts of Ireland] shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter (including the firm’s 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 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 Quality of service
2.1 We aim to provide you with a fully satisfactory service and your engagement partner will seek to ensure that this is so. If, however, you are unable to deal with any difficulty through [him][her] and [his][her] team please contact [email@example.com]. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with the [Chartered Accountants Ireland (CAI)]
3 Client monies
3.1 We may, from time to time, hold money on your behalf (for example, if a refund is sent from Revenue). Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the [Clients’ Money Regulations of the CAI]
3.2 All client money will be held in an interest-bearing account. In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds €12 (£10). Any such interest would be calculated using the prevailing rate applied by Ulster Bank Plc for small deposits subject to the minimum period of notice for withdrawals. [Subject to any tax legislation, interest will be paid gross.]
3.3 If the total sum of money held on your behalf exceeds €14,200 (£10,000) for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
3.4 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practise, then we may pay those monies to a registered charity.
4.1 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 course of the year and will be due on presentation.
4.2 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 in light of subsequent events. Where we estimate our fees for any specific work, this will not be binding unless this is clearly stated to you.
4.3 If it is necessary to carry out work outside the responsibilities outlined in this letter 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.
4.4 Invoices are payable in full before the report is signed and the accounts are made available.
4.5 You will be responsible for any fees which we incur arising from our reporting obligations under the Companies Act 2014; Criminal Justice (Theft and Fraud Offences) Act 2001; Criminal Justice Act 2011; Criminal Justice Act 2013 or the Taxes Consolidation Act 1997.
4.6 It is our normal practice to request that clients make arrangements to pay their fee on a monthly Direct Debit. This will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
4.7 Our terms relating to payment of amounts invoiced and not covered by direct debit, where appropriate, are strictly 30 days’ net.
4.8 In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by Revenue. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
4.9 Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
4.10 If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.
5 Retention of and access to records
5.1 During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your accounts [and returns].
5.2 Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document, you must notify us of that fact in writing.
5.3 Documents and records relevant to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships
– with trading or rental income: five years and ten months after the end of the tax year in UK and 6 years in Ireland
– otherwise: 22 months after the end of the tax year;
Companies, LLPs and other corporate entities
– six years from the end of the accounting period;
6 Reporting responsibilities
6.1 In common with all accountancy and legal practices, we are required by the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 & 2013 to:
- have due diligence procedures for the identification of all clients;
• maintain appropriate records of evidence to support customer due diligence; and
• report in accordance with the relevant legislation and regulations, to an Garda Síochána and Revenue.
6.2 We are required, as your accountant, by section 59 of the Criminal Justice (Theft and Fraud Offences) Act, 2001, to report to an Garda Síochána in circumstances where information or documents indicate that certain offences under the Act may have been committed by a client, its management or employees.
6.3 Under the Criminal Justice Act 2011, we also have a duty to report certain offences, set out in the schedules to the Act, to an Garda Síochána.
7 Electronic communication
7.1 Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do 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. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
7.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
8 Data Protection
8.1 The firm shall at all times comply with its data protection obligations under the GDPR, in keeping with the six core principles of GDPR that personal data shall be:
- Processed lawfully, fairly and in a transparent manner (Lawfulness, Fairness and Transparency)
- Collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purpose (Purpose Limitation)
- Adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed (Data Minimisation)
- Accurate and where necessary kept up to date (Accuracy)
- Kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data are processed (Storage Limitation)
- Processed in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical and organisational measures (Integrity and Confidentiality).
Based on these principles, for each piece or type of personal data we hold, the firm is able to demonstrate on demand (i.e. accountability):
- Why we are holding it;
• How we obtained it;
• The purpose/s we use it for;
• How long we will retain it;
• How secure it is in terms of its accessibility and data security; and
• On what basis we share it with any third parties.
Further detail is available here: https://accountantonline.ie/about/gdpr-policies-and-procedures/
9.1 Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our insurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.
9.2 [We may subcontract our work to other professionals within the sector. Any subcontractors are also bound by our client confidentiality terms.]
9.3 Where specialist advice is required on occasions, we may need to seek this from or refer you to appropriate specialists. In those situations, you will be asked for specific approval prior to us contacting a third party on your behalf.
9.4 On occasion we may need to contact a third party on your behalf in the course of accounts preparation [your supplier or customer]. In that case you will be asked for specific approval prior to us contacting the third party.
10 External review
10.1 As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.
11 Limitation of Liability
11.1 We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given.
11.2 Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to 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 due to a failure to act on our advice or a failure to provide us with relevant information.
11.3 Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
11.4 Exclusion of liability relating to the discovery of fraud etc
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 wrongly misrepresented to us or from fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
11.5 Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
11.6 Limitation of aggregate liability
Where the engagement Letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, company or LLP, its principals, partners or directors, agents and employees to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work. By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter.
You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals or employees; on a personal basis.
12.1 Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.
12.2 If it is proposed that any documents or statement which refer to our name, are to be circulated to third parties, please consult us before they are issued.
13. Conflict of Interest
13.1 We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly.
13.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Should we have no contact with you for a period of 12 months or more we may issue to your last known address a disengagement letter and thereafter cease to act.
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
16. Intellectual property rights
We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
17. Internal disputes within a client
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the [registered office/normal place of business] for the attention of the [directors/proprietors]. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.
Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
19.Professional rules and statutory obligations
We will observe and act in accordance with the regulations, standards and guidance of Chartered Accountants Ireland and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by Revenue Commissioners/HMRC where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
20. Reliance on advice
We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
21. Professional Indemnity Insurance
In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices.
22. Purchases made online: Company Formation, Company Secretarial, Registered Office, Business Address, Virtual Office, Non EU Member Bond and Startup Offer
These services are possible to purchase online on the accountantonline.ie website. Below are the cancellation fees applied if you wish to cancel after purchasing:
Company Formation: If you purchase this service and notify us via email to firstname.lastname@example.org within 24 hours of purchase, we are happy to refund the amount paid in full. For cancellations received after 24 hours of purchase, we apply an administration fee and refund €50 for not filing with the Companies Registration Office. This is because work will already have begun on the processing of your order.
Company Secretarial: This service is refundable within 24 hours of purchase, less an administration charge of 50 Euro. After 24 hours of purchase, there is no refund applicable.
Virtual Office, Business Address, Registered Office These services are refundable within 24 hours of purchase, less an administration charge of 50 Euro. After 24 hours of purchase, there is no refund applicable.
Non EU Director Bond. This service is refundable within 24 hours of purchase, less an administration charge of 50 Euro. After 24 hours of purchase, there is no refund applicable.
Company Seal. If you purchase this service and your company has not been incorporated yet, you must notify us in an email that you wish to cancel this service. We will refund the full amount. If your company has been incorporated, there is no refund applicable.
Startup Offer. This service is refundable within 24 hours of purchase, less an administration charge of 50 Euro. After 24 hours of purchase, there is no refund applicable.
23. General Refund Policy
Most of our services are paid in advance by monthly direct debit or in a once – off or annual payment. We offer refunds in certain cases as outlined above. In order to complete the work as specified, we require certain information from the client to be presented in a timely manner. Our client acceptance policies and procedures include the provision of verified identification, address verification and other Know Your Customer information. We do not provide refunds in the case where this information is not supplied as part of our client onboarding process.
We do not provide refunds in the case where we have not been provided with enough information to complete the service that has been purchased.
24. Company Secretarial Fees
The following compliance services are included in your Company Secretarial Maintenance service: Annual Return preparation, follow up and submission, maintaining and updating the Seven Statutory Registers. In addition, we will look after general Company Secretarial matters e.g. miscellaneous changes in directors, registered office, shareholders, share transfers, research of certain technicalities and ad hoc discussion by phone, email and video call. In total, we allocate 300 minutes to your account for this fee. This time is allocated to your account on an annual basis and is considered an adequate amount of time to look after these matters on your behalf throughout the year. For this reason, each time you renew your service, the same amount of time will be allocated for the coming year. If you find that you need more time allocated to your account for secretarial matters, for example, if there are many shareholding changes, you may purchase additional time. Additional time can be booked if required at €99 + VAT per hour.
Updated 7th March 2019.