Terms of Business

These terms and conditions (Terms), together with the attached Letter of Engagement and Scope of Works constitute the contract for the Services between us, SKS Bailey Group Limited (Company, we, us) and you, for the supply of the Services (the Contract).

  1. THESE TERMS

1.1 What these Terms cover. These are the terms and conditions on which we supply the Services.

1.2 Why you should read them. Please read these Terms carefully. These Terms tell you who we are, how we will provide the Services to you, what to do if there is a problem and other important information.

  1. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1 Who we are. We are SKS Bailey Group Limited, a company registered in England and Wales. Our Company Registration number is 12748942 and our Registered Office is at 3 Sheen Road, Richmond Upon Thames, England, TW9 1AD. Our registered VAT number is 356659064.

2.2 How to contact us. You can contact us by telephoning us or by writing to us.

Billingham 01642 450988 emma.bell@baileygroup.co.uk
Consett 01207 503817 consett@baileygroup.co.uk
Gateshead 0191 477 9539 gateshead@baileygroup.co.uk
Ilkley 01943 607967 Natwest Bank Chambers, The Grove, Ilkley L29 9LS
Oldham 0161 626 3427 Units 10-12 County End Business Centre, Jackson Street, Springhead, Oldham, Lancashire OL4 4TZ
Peterlee 0191 586 1615 peterlee@baileygroup.co.uk
Redcar 01642 490228 redcar@baileygroup.co.uk
Scunthorpe 01724 840400 Suite 9 Normanby Gateway, Lysaghts Way, Scunthorpe DN15 9YG
Sedgefield 01740 621885 sedgefield@baileygroup.co.uk
St Albans 01727 261800 stalbans@baileygroup.co.uk

2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us.

2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

  1. ENGAGEMENT

3.1 When you instruct us and we agree to act for you the Contract is created between us SKS Bailey Group Limited, and you.

3.2 Upon receipt of your instructions in relation to a new matter, we will send you a letter confirming your instructions (Letter of Engagement) and a Scope of Work setting out the Services we will provide. The Letter of Engagement and these Terms will form the Contract between us in relation to the provision of the Services.

3.3 IF YOU ARE A CONSUMER: Exercising your right to change your mind (Consumer Contracts Regulations 2013). If you are a consumer, you may have a legal right to change your mind within 14 days after the day we confirm we will provide the Services. However, once we have completed the Services you cannot change your mind, even if the period is still running. If you cancel during this period after we have started providing the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.

  1. SCOPE OF THE SERVICES

4.1 We shall:
4.1.1 perform the Services with reasonable care and skill;
4.1.2 where we are compiling accounts, compile such accounts in accordance with generally accepted accounting principles from the accounting records and information and explanations given to us. Where we identify that the accounts do not conform to accepted accounting principles, or if the accounting policies adopted are not immediately apparent, this will be disclosed in the accounts.

4.2 You shall obtain our prior written consent before publishing any financial information created by us, including any report created by us or otherwise connected to us, on your website or by other electronic means and provide details of such electronic publication. You are responsible for ensuring that any information you publish presents the financial information and chartered accountants report properly. We may, at our sole option, withhold consent to the electronic publication of our report or the financial statements.

4.3 You shall set up controls to prevent or detect any changes to electronically published information. We are not responsible for reviewing these controls nor for keeping the information under review after it is first published. You are responsible for the maintenance and integrity of electronically published information, and we accept no responsibility for changes made to any information after it is posted.

4.4 In the course of our providing the Services to you we may provide advice or reports or other work products in draft form, interim form or orally. The final written work products will prevail over any draft, interim or oral statements. Upon request, we will provide you with written confirmation of matters stated orally.

4.5 Upon request you shall confirm in writing any information or explanations you give to us orally during the course of our providing the Services.

  1. CHARGES

5.1 The fees for the Services (Charges) and any likely expenses will be set out in the Letter of Engagement.

5.2 Our Charges are based on the time spent on your affairs by the partners and our staff, according to the level of skill and responsibility required. Our Charges do not include out of pocket expenses including payment of taxes. Where applicable these shall be charged to you separately.

5.3 The Charges are exclusive of VAT, which we shall add to your invoices at the appropriate rate.

5.4 Unless otherwise agreed, the Charges will be charged separately for each class of work undertaken.

5.5 We shall invoice you on completion of the Services OR monthly on account as the accounting work progresses and the final fee will be issued with the final accounts OR quarterly basis for the Charges (together with VAT where appropriate).

5.6 You shall pay each invoice submitted by us within 30 days of the date of the invoice.

5.7 If you dispute any invoice or other statement of Charges due, you must notify us in writing within 7 days of the date of the invoice. We shall attempt to resolve the dispute promptly. You may not withhold payment unless you have notified us on the dispute as set out in this clause. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date set out in clause 5.6.

5.8 In the event that there be a substantial increase in work including the opening of a further business unit, we reserve the right to review the Charges and increase accordingly.

5.9 If you wish to agree limits on the Charges and any expenses, which are not to be exceeded without your agreement, please contact the person dealing with the matter.

5.10 We reserve the right to:
5.10.1 submit interim bills for the Charges and expenses on a monthly basis unless otherwise agreed with you in writing;
5.10.2 ask you for payment in advance to cover likely expenses;
5.10.3 deduct, at any time, money you owe us from any money we receive from you and which is due to you;
5.10.4 stop acting if you fail to pay us any Charges due to us by the due date for payment.

5.11 If you fail to make any payment due to us by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per cent per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

5.12 We reserve the right to increase our standard charges, provided that such charges cannot be increased more than once in any 12 month period. We will give you written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to you, you shall notify us in writing within one week of the date of our notice and we shall have the right without limiting our other rights or remedies to terminate the Contract by giving one week written notice to you.

5.13 Certified copies of your accounts will be provided to you and any third parties you nominate upon settlement of all outstanding Charges and fees, including fees rendered to you with your draft accounts for approval.

5.14 If we terminate the Services, you shall be liable for all Charges and expenses for Services provided up until the date of termination.

5.15 In the event that we cease to act for you, you shall meet all reasonable costs of providing information to your new advisers. In particular you agree to meet these costs where we are required by law to provide information to a successor firm.

  1. PROFESSIONAL OBLIGATIONS

6.1 We shall comply with the ethical guidelines of the Code of Ethics issued by the Institute of Chartered Accountants in England and Wales.

6.2 You give us authority to correct errors made by HM Revenue & Customs 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.

  1. COMPLIANCE WITH LAWS AND REGULATIONS

7.1 We shall comply with all applicable laws, statutes and regulations including:
7.1.1 The Proceeds of Crime Act 2002;
7.1.2 The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
7.1.3 The Terrorism Act 2000;
7.1.4 Anti-Bribery and Anti-Corruption Regulations including but not limited to The Bribery Act 2010; and

7.1.5 The Modern Slavery Act 2015.

7.2 The Company is required by the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 to:
7.2.1 maintain identification procedures for clients and beneficial owners of clients;
7.2.2 maintain records and evidence of identification and the work undertaken for each client; and
7.2.3 report in accordance with relevant legislation and regulations.

7.3 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include such crimes as:
7.3.1 deliberate tax evasion;
7.3.2 deliberate failure to inform the tax authorities of known underpayments or excessive repayments;
7.3.3 fraudulent claiming of benefits or grants; or
7.3.4 obtaining a contract through bribery.

7.4 We are obliged by law to report any instances of money laundering to the National Crime Agency without your knowledge or consent. In consequence, our principals or our staff may not enter into any correspondence or discussions with you regarding such matters. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.

7.5 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.

  1. DATA PROTECTION

8.1 For the purpose of this paragraph, “Data Protection Legislation” shall mean the applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications as amended, replaced or updated from time to time, including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).

8.2 Both we and you will comply with all applicable requirements of the Data Protection Legislation. This paragraph 8 is in addition to, and does not relieve, remove or replace, either our obligations or your obligations under the Data Protection Legislation.

8.3 You acknowledge that for the purposes of the Data Protection Legislation, we are likely to be the controller of personal data (where “controller” and “personal data” have the meanings as defined in the Data Protection Legislation).

8.4 How we will use your personal data. We will process personal data in accordance with our Privacy Policy at www.baileygroup.co.uk and may process your personal data for the following purposes:
8.4.1 verification of your identity or of officeholders of your organisation;
8.4.2 the provision of accounting services; and
8.4.3 the marketing and promotion of our services.

8.5 Without prejudice to Clause 8.2, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data us for the duration and purposes of the Contract.

8.6 We do not process “special categories of personal data” (as defined by the Data Protection Legislation) for the purposes specified above.

8.7 We only process your personal data when a condition set out in the Data Protection Legislation applies. This will normally be because of the contract between us. Following the end of our services we may continue to process your personal data in accordance with the Data Protection Legislation or when legally permitted to do so.

8.8 Depending upon the nature of the work carried out for you, your personal data may be transferred outside the UK and/or the European Economic Area (EEA) – we will only allow this to happen if there are suitable additional safeguards in place to protect your personal data.

8.9 For more details about how we process personal data, including the legal basis for processing, the criteria we apply to retaining your personal data and your rights as an individual, please see our privacy policy which can be found on our website at www.baileygroup.co.uk

  1. RETENTION OF RECORDS

During the course of providing the Services we will collect information from you and others acting on your behalf. We will keep records till the termination of the engagement and return / delete records at the time of termination. We recommend that you retain these records for at least 6 years from the end of the accounting year to which they relate.

  1. CLIENT’S MONEY

10.1 We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the Company’s funds. The account will be operated in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.

10.2 All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £25.00.

10.3 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds.

  1. OUR LIABILITY TO YOU

11.1 Nothing in these Terms limits or excludes either party’s liability for:
11.1.1 death or personal injury caused by a party’s negligence;
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

11.2 Whereas part of the Services we are compiling your annual accounts, you acknowledge and agree that the annual accounts we create will not be an audit of the accounts in accordance with Auditing Standards. Consequently, our work will not provide assurance that the accounting records or the accounts are free from material mis-statement, whether caused by fraud, other irregularities or error.

11.3 Professional Indemnity Insurance:
11.3.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurers details are available on our website and additional details may be given on request.

11.4 Limitation of Liability

11.4.1 Subject to Clauses 11.1 and 11.4.3, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract:

11.4.1.1 for a single claim shall not exceed the higher of fees paid in the last 12 months or £100,000 (one hundred thousand pounds); and

11.4.1.2 for all claims shall not exceed £250,000 (two hundred and fifty thousand pounds).
11.4.2 Subject to Clause 11.1, we shall not be liable to you, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, arising under or in connection with the provision of the Services for:
11.4.2.1 loss of profits;
11.4.2.2 loss of sales or business;
11.4.2.3 loss of agreements or contracts;
11.4.2.4 loss of anticipated savings;
11.4.2.5 loss of or damage to goodwill;
11.4.2.6 loss of use or corruption of software, data or information;
11.4.2.7 any indirect or consequential loss.

11.4.3 Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

11.4.3.1 death or personal injury caused by negligence;

11.4.3.2 fraud or fraudulent misrepresentation; and

11.4.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.5 If you are a consumer:
11.5.1 We are under a legal duty to provide Services that are in conformity with the Contract. You can ask us to repeat the Service if it is not carried out with reasonable care and skill.
11.5.2 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the Contract for the Services or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us before we started performing the Services.

11.5.3 We are not liable for business losses. We only supply the Services for private use. If you use the Services for any commercial or business purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

11.6 If the performance of the Services is prevented or delayed by any act or omission of you (or, where you are a business, your agents, subcontractors, consultants or employees), or where you provide us (orally or in writing) with inaccurate information, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay, inaccurate information or misrepresentation by you.

11.7 You acknowledge and agree that the Contract is between the Company and you. You will not bring any claim in connection with Services against any of our partners or employees personally.

11.8 This Clause 11 shall survive termination of the Contract.

11.9 TERMINATION

11.9.1 Either party may terminate the Services:
11.9.1.1 without notice in the event that the other becomes the subject of insolvency proceedings or calls any meeting of its creditors; or
11.9.1.2 at any time on 90 days’ prior written notice to the other; and any fees or charges shall become immediately due for payment on the date of termination.

11.10 We may end the Contract if you break it. We may end the Contract at any time by writing to you if:
11.10.1 you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
11.10.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services.

11.11 On termination of the Contract any provisions of these Terms which either expressly, or by their nature, extend beyond the expiry or termination of the Contract shall survive such expiration or termination.

  1. CONFLICTS OF INTEREST AND INDEPENDENCE

12.1 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, subject to Clause 13 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you unless we are unable to do so because of our confidentiality obligations. 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.

12.2 During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality below.

  1. CONFIDENTIALITY

13.1 We confirm that where you give us confidential information, we shall at all times keep it confidential, except that we may disclose such confidential information to those of our employees, partners, directors, managers, agents and subcontractors (our Representatives) who need to know it for the performance of the Contract, as required by law or as provided for in regulatory, ethical or other professional statements relevant to your engagement.

13.2 Where we disclose confidential information to our Representatives, we shall ensure that they comply with these confidentiality obligations as though they were a party to these Terms and Letter of Engagement.

13.3 The advice we give you is for your sole use only and is confidential to you and may not be used or relied on for any other purpose or by any other person without our express prior written agreement. Our advice may not be disclosed to any other person without our express prior written agreement. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

  1. CLIENT IDENTIFICATION

14.1 In common with other professional services firms, we are required to:
• Maintain identification procedures for clients and beneficial owners of clients;

  • We use online identification checking via a recognised service provider;
  • We may request further identification evidence, if required, to satisfy our checks.
  • Maintain records of identification evidence and the work undertaken for the client; and
    • Report in accordance with the relevant legislation and regulations.

14.2 If we are not able to obtain satisfactory evidence of your identity and where applicable that of the beneficial owners, we will not be able to proceed with the engagement.

  1. FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) AND COMMON REPORTING STANDARDS

15.1 Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.

15.2 However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.

15.3 Investment business is regulated by the Financial Services and Markets Act 2000. If, during the provision of professional services to you, you need advice on investments including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a Designated Professional Body, as we are not.

  1. NON-SOLICITATION

You shall not, directly or indirectly, during the period commencing on the date of the Letter of Engagement and expiring twelve (12) months after the date of termination of the Contract, offer to employ or engage, enter into a contract for the services of, or attempt to solicit or entice away any employee of Bailey Group or any member of our group and with whom you dealt in the twelve (12) months prior to the termination of the Contract. Nothing in this Clause 16 shall prevent you from employing any such person who responds to general employment solicitations or third party searches not specifically targeted to employees of Bailey Group or any member of our group.

  1. INTELLECTUAL PROPERTY RIGHTS

17.1 All intellectual property rights and copyright in or arising out of or in connection with the Services shall be owned by us.

17.2 All materials, equipment, documents and other property of SKS Bailey Group Limited (Our Materials) are our exclusive property.

  1. REFERRALS TO THIRD PARTY PROVIDERS

18.1 Where we refer you to a third party provider, you agree:

  • that we shall have no liability to you howsoever arising for any products or services provided by such third party provider and any agreement for the provision of such products and/or services shall be agreed between you and the third party provider; and
  • to hold us, our officers, directors, employees and consultants harmless from any actions, costs, damages and or expenses arising out of the service or products provided by such third party provider.
  1. ELECTRONIC COMMUNICATION

19.1 As internet communications are capable of data corruption we do not accept any responsibility for changes made to such communications after their dispatch. For this reason it may be inappropriate to rely on advice contained in an email without obtaining written confirmation of it. All risks connected with sending commercially sensitive information relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that email is not an acceptable means of communication.

19.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.

  1. HELP US TO GIVE YOU THE RIGHT SERVICE

20.1 If at any time you would like to discuss with us how the Services could be improved or if you are dissatisfied with the Service, or the Services are less than satisfactory please notify Sanjay Swarup, SKS Business Services Ltd, 3 Sheen Road, Richmond Upon Thames, England, TW9 1AD and we shall take all reasonable steps to correct the situation. We undertake to investigate any complaints carefully and promptly and to report our findings to you.

20.2 If you are still dissatisfied you may take the matter up directly with the Institute of Chartered Accountants in England and Wales.

  1. GENERAL

21.1 Contracts (Rights of Third Parties) Act 1999. No one other than a party to the Contract shall have any right to enforce any of its terms.

21.2 Force majeure. We shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of our obligations under the Contract if such delay or failure results from events, circumstances or causes beyond our reasonable control.

21.3 Notices.
21.3.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this Clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

21.3.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 2.2; if sent by pre-paid first class post or other next working day delivery service, at 09:00 on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one business day after transmission.
21.3.3 The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.

21.4 Variation. No variation of the Contract shall be effective unless it is in writing and signed by an authorised representative of the parties.

21.5 Assignment:
21.5.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and may subcontract or delegate in any manner any or all of our obligations under these Terms to any third party or agent.
21.5.2 The Services are personal to you. You shall not, without our prior written consent assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.

21.6 Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21.7 Severance: Should any Clause or provision of these Terms be held to be invalid or unenforceable such finding shall not affect the validity of the remaining Clauses and provisions of these Terms.

21.8 Entire agreement.
21.8.1 These Terms and the Letter of Engagement constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.8.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

21.9 Governing Law: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

21.10 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.