DNA Terms and Conditions
Applicable Law
Our engagement letter, the schedule of services and our standard terms and conditions of business are governed by and should be construed in accordance with Guernsey law. Each party agrees that the courts of Guernsey will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it on any basis. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.
Client Identification
As with other professional services firms, we are required to identify our clients for the purposes of the Guernsey anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.
Any personal data received from you to comply with our obligations under anti money laundering legislation will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by the legislation, or we have obtained the consent of the data subject to the proposed use of the data.
Complaints
We are committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact Danielle Bennett. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to our professional body, the Institute of Chartered Accountants in England and Wales.
Confidentiality
Unless we are authorised by you to disclose information on your behalf, we confirm that where you give us confidential information we shall at all times during and after this engagement keep it confidential, except as required by law, by our insurers or as provided for in regulatory, ethical, or other professional pronouncements or as part of an external peer review applicable to us or our engagement. This undertaking will apply during and after this engagement.
In addition, if we act for other clients whose interests are or may be averse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, second reviews and restricted access to data.
You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
You agree that all Practice name internal staff may be provided with access to your Xero, and other cloud accounting, application(s) (if applicable) which means that you can call in at any stage, and that any one of our staff can assist. If you, the client, holds the subscription, we request manage user access, and advise that all our internal staff may be given access.
Where we manage your cloud subscriptions, you are granting permission for us to share personal information with third party software providers for the purpose of providing contracted services to you. We may connect third party applications to your systems in order to deliver contracted services to you.
Conflicts of Interest
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 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.
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.
You agree that we reserve the right to act during and after our engagement for other clients whose interests are or may be competing with or adverse to yours subject of course to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.
Data Protection
This clause applies to personal data provided by or on behalf of you in connection with an agreement to provide business services or any engagement letter. Each party shall comply with both the primary legislation, the Data Protection (Bailiwick of Guernsey) Law, 2017 and in particular with The Data Protection (Law Enforcement and Related Matters) (Bailiwick of Guernsey) Ordinance, 2018 (together the “DPL”) when processing such personal data. Please review our full privacy policy on our website here: https://dna.gg/privacy-policy/.
We will ensure that in complying with the DPL we follow the principals of processing data:
lawfully, fairly and transparently;
in accordance with specified, explicit and legitimate purposes;
only to the minimum extent necessary;
accurately, securely and accountably; and
stored only so long as necessary.
We shall use appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. We shall not sub-contract any processing of personal data unless that personal data continues to be subject to an appropriate level of protection and has been approved by you. We select software that is industry standard and complies with data protection legislation. We use a third party software provider to ensure that we maintain good data protection practices and to guard against cyber security threats. Staff undergo regular training.
To the extent we act as data processor for you, we shall only process personal data in accordance with your instructions in accordance with our duties under current legislation. Data we hold for clients is for the purposes of accounts production and anti-money laundering and client due diligence checks. You have the right to access what information we hold and rights to request data is erased, amended and similar in line with the DPL
You shall ensure that any disclosure of personal data to us complies with the DPL. Should you decide to no longer use our services we will return or destroy any personal information held, unless required to retain such for any statutory or legal obligations.
We shall respond within the legal time periods in the event of an individual asking for copies of their personal data, a complaint about processing of personal data or a notice from a relevant Data Protection Authority. You and we shall consult and co-operate with each other when responding to any such request, complaint or notice and shall answer your reasonable enquiries to enable you to monitor compliance with this clause.
You and we shall consult and co-operate with each other when responding to any such request, complaint or notice. A full summary of your legal rights over your data can be found on the Data Protection Commissioner’s website here: https://odpc.gg/your-rights/.
Access to Systems
Where our work means that we are given access to software or systems supplied by you and where you manage the user permissions, you will be responsible for removing our members of staff at the end of the engagement.
Where your staff have access to systems where we manage user permissions we will rely on your instructions to add or remove as appropriate.
Electronic and other communication
Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material.
Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day that the document was sent.
Fees and payment terms
If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
Our fees for some services will be charged monthly on a subscription basis. This will be made clear in the engagement letter tailored to you. The fee will be estimated based on the services required, the estimated time taken to complete the work, the software required and the hourly rates of the individuals involved. They may also depend on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.
Fees will be reviewed from time to time to assess the adequacy of the fee in light of events. If the fee requires revision for any reason we will notify you and seek your agreement to the change.
Fees will be subject to periodic increases linked to RPI.
Where the engagement terminates and where a monthly subscription has been applied we will calculate the fees due up to the termination date for services provided up to that date and will compare it with subscriptions received. This may result in an additional invoice for fees due or may result in a repayment of subscriptions collected.
Other fees may also be charged upfront, on an hourly basis, or on completion, depending on the service provided. The payment terms will be made clear in the engagement letter tailored to you.
We will bill in accordance with the terms set out in this engagement letter and our invoices will be due for payment as indicated. 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.
Where we supply you with third party subscriptions, any increases will be passed on accordingly.
Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees. Should these costs be incurred to fulfil our engagement then such necessary additional charges may be payable by you.
We reserve the right to charge interest on late paid invoices at the rate of 2% above bank base rates. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
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.
If a client, company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company/entity) giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the Group Company/Entity or individual nominated to act for you.
Implementation
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
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.
Interpretation
If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
Conflicts of Interest
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 company/entity, it should be noted that our client is the company/entity 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 or normal place of business for the attention of the directors. If conflicting advice, information or instructions are received from different directors or principals in the business we will refer the matter back to the board of directors and take no further action until the board have agreed the action to be taken.
Investment Advice
We are not authorised to give investment advice.
Lien
Insofar as we are permitted to 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.
Limitation of third party rights
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/entity 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.
Terms of engagement
Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
Each of us may terminate our agreement by giving not less than 21 days notice in writing to the other party although where DNA Ltd provide regular outsourced services a notice period of 3 months applies unless both parties agree otherwise.
Where you fail to cooperate with us or we have reason to believe that you have provided us or the tax authorities with misleading information, we reserve the right to terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
Notice of variation or termination must be given in writing.
In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
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 1 year or more we may issue to your last known address a disengagement letter and hence cease to act.
Professional rules and statutory obligations
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 will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by the tax authorities 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/en/members/regulations-standards-and-guidance.
Quality control
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.
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. For this purpose email is considered to be in writing.
Retention of papers
You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships:
6 years from the end of the tax year
Companies, Limited liability Partnerships, and other corporate entities:
6 years from the end of the tax year in which the accounting period ends
Should you decide to no longer use our services we will return or destroy any personal information held, unless required to retain for any statutory or legal obligations. For the avoidance of doubt, we will therefore retain electronic information relevant to your tax affairs for the time periods set out above, upon which they will be destroyed.
Personal Indemnity Insurance
Our professional indemnity insurers, as amended from time to time, are Tysers Insurance Brokers Limited. The limit of indemnity is £2,000,000. Should you require up to date information on our PI Insurance please contact us.
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 bought in any court in the United States of America or Canada.
Practice Communication
We occasionally send out a client-wide communication where we believe it will be useful information (an example being Government announcements around COVID co-funding).
We use an email system called Mailchimp and will use your contact email in this system once you have signed up as a client, unless you instruct us otherwise.
The system allows you as the recipient to unsubscribe at any time from these communications.
Timing of our services
If you provide us with all information and explanations in a timely manner and in accordance with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. Failure to complete our services prior to any such regulatory deadline does now however, of itself, mean that we would be liable for any penalty or additional costs arising.
Limitation of liability
We will provide services as outlined in this letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
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.
You will not hold us 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.
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.
It is also agreed that in the event of any claim for loss or damage arising from the professional services the sum of £1m represents the maximum total liability to you in respect of the firm, its directors and staff. This maximum total liability applies to any and all claims made on any basis and therefore includes any claims in respect of breaches of contract, tort (including negligence) or otherwise in respect of the professional services and shall also include interest
We confirm that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of the firm, its directors or employees.
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 directors or employees; on a personal basis.
Changes in the law
We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.
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
Our services as set out above are subject to the limitations on our liability set out in our standard terms and conditions. These are important provisions which you should read and consider carefully.
