We will quote you before commencing work, but for Business Valuations we have a minimum price of £600 plus VAT.
The following terms of business apply to all business valuation engagements accepted by Hornbeam Accountancy Services Limited. All work is carried out under these terms except where changes are expressly agreed in writing. Please read them carefully before confirming your agreement.
1.0 Preparation of a Business Valuation
1.1 You have asked us to value the business set out previously. We will prepare a business valuation based on the information that we have available, and for the purposes that you have specified. We will provide this valuation to you in writing.
1.2 In general, business values can fluctuate widely (one only has to think of the changes in the value of dot com shares a few years ago). We will set out the matters that we have considered, our methodology and any calculations, in our report. However, the market for businesses and business assets is remarkably fickle and customers must make their own assessments of correct buying or selling prices. To the fullest extent permissible by law we deny responsibility for any losses suffered by you as a result of commercial decisions taken by you, after consideration of our report. We would remind you that neither you nor we expect you to share with us any profits that you make as a result of commercial decisions taken by you, after consideration of our report.
1.3 We are not able to tell you what the demand (and thus the "market price") may be for a particular business or business asset at a particular point in time. This figure can only be ascertained by careful marketing and negotiation.
2.0 Professional rules and practice guidelines
2.1 We will observe and act in accordance with the bye-laws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by 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. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/membershandbook. We confirm that we are Registered Auditors eligible to conduct audits under the Companies Act 2006.
3.0 Investment advice
3.1 If during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Services Authority, as we are not. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. Such advice may include valuation of small businesses, presentations to banks or investors for funding, advice on business acquisitions etc. In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants' Compensation Scheme in respect of exempt regulated activities undertaken.
3.2 We are not authorised by the Financial Services Authority. However, we are included on the Register maintained by the Financial Services Authority so that we can carry on insurance mediation activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Services Authority website at www.fsa.gov.uk/register. Under this umbrella we offer insurance which covers our fees if HMRC open a tax investigation into your affairs. Please ask if you are interested in this type of insurance.
4.0 Commissions or other benefits
4.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In this case, we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay as described below will not be reduced by such amounts. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.
5.0 Clients' money regulations
5.1 In very unusual circumstances we may hold money on your behalf. The 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 Institute of Chartered Accountants in England and Wales.
5.2 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.
6.0 Retention of records
6.1 During our work we will collect information from you and others acting on your behalf and will return any original documents to you following completion of our work. You should retain them for six years from the 31 January following the end of the accounting or tax year. You should retain them for longer if HM Revenue & Customs enquire into your tax return.
6.2 Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.
7.0 Conflicts of interest and independence
7.1 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 7 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you / the company / partnership.
8.1 We confirm that where you give us confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.
9.0 Data Protection Act 1998
9.1 To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you / your business / company / partnership / its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provisions of the Data Protection Act 1998.
10.0 Proceeds of Crime Act 2002 and Money Laundering Regulations 2007
10.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to: have due diligence procedures for the identification of all clients;
maintain appropriate records of evidence to support customer due diligence; and
report to the Serious Organised Crime Agency in accordance with the relevant legislation and regulations.
11.0 Quality control
11.1 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 our principals and staff.
12.0 Help us give you the best service
12.1 We wish to provide a high quality of service at all times. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving please let us know by contacting Phil Needham or Andrew Bloy on 01603 720424.
12.2 We undertake to look into any complaint carefully and promptly and 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 our professional body, the Institute of Chartered Accountants in England and Wales.
13.0 Contracts (Rights of Third Parties) Act 1999
13.1 Only someone who is a party to this agreement has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right or remedy that exists independently of the Act.
13.2 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.
14.1 We may ask you to complete a direct debit mandate. We will quote you before commencing work but for Business Valuations. we have a minimum price of £500 plus VAT.
14.2 If you instruct us to do work beyond the business valuation this will involve additional fees. If a price is not agreed in advance our fees are calculated on the basis of the time spent on your affairs by the principals and staff and on the levels of skill or responsibility involved. Our fees will be billed monthly, together with outlays and VAT, and our invoices will be due for payment when issued.
14.3 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to charge up to £25 per month plus VAT at the standard rate to cover our credit control costs where your payment has not been received more than 60 days after date of invoice. Finally, we reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.
15.0 Applicable law
15.1 Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from or under them. Each party irrevocably waives any right it may have to object to any 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.
16.0 The Provision of Services Regulations 2009
16.1 We are registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk under reference number C009194769.
16.2 Our professional indemnity insurer is Royal and Sun Alliance, of Epic Underwriting, Castlemead, Lower Castle Street, Bristol, BS1. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.
17.0 Limitation of liability
17.1 We will provide services as outlined in the engagement letter with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information or where you fail to act on our advice or respond promptly to communications from us or the tax authorities.
17.2 You will not hold us, our partners and staff responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.
17.3 Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
17.4 Unless prohibited by statute, you agree that our liabilities to you are at all times limited to 5 times our annual fee charged to you.
18.0 Changes to our Terms of Business
18.1 From time to time our terms of business will need to be changed to accommodate changes to legislation, new insurers or such like. If this does not constitute a material change to our contract with yourselves, we will post the revised terms and conditions on our website and this will be deemed notice to you.