TERMS & CONDITIONS, COPYRIGHT NOTICE
Please note that this agreement of services is subject to certain acceptance procedures. When you agree to our services, it means you accept our service terms and conditions, whether you have signed the services agreement or not. No refund is due following a failure to complete our acceptance process.
1.1 Our Terms and Conditions shall be governed by, and construed under 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.
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, please email us: [email protected] 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 AIA.
1 We may 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.
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 €10.
3 If the total sum of money held on your behalf exceeds €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.
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.
Fees, Termination and Legal Action.
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.
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.
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 Invoices are payable in full before the report is signed and the accounts are made available.
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.
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.
7 Our terms relating to payment of amounts invoiced and not covered by direct debit, where appropriate, are strictly 14 days’ net.
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.
9 Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
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.
My terms relating to the payment of amounts invoiced and not covered by a direct debit, where appropriate are strictly 14 days net. Interest will be charged on all overdue debts at the rate stated on the invoice, which is 8% [or, at the rate for the time being applicable under the Late Payment in Commercial Transactions) Regulations 2012 whichever is the higher.
If we do not receive your outstanding fees, we will stop providing our services. We will not be responsible for any penalties and surcharges charged by the Revenue and CRO in case you delay sending payments late and breach this agreement.
In the event of non-payment of my fees for services rendered, I may exercise a particular right of lien over the books and records in my possession and withhold the documents until such time as payment of my invoice is received in full. We will instruct debt collectors to chase the outstanding debt, you will incur the debt collection fees, legal fees in relation to our legal action.
Retention of and access to records
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.
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.
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 for 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;
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.
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.
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.
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. It is the responsibility of you to carry out a virus check on any attachments received.
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.
- Why we are holding it;How we obtained it; 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.
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.
2 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.
Limitation of Liability
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.
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.
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.
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.
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.
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.
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 3 weeks 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.
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.
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.
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.
Professional rules and statutory obligations
We will observe and act in accordance with the regulations, standards and guidance of AIA 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 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.
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.
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.
Copyright © 2020 William Nguyen Co Limited
These works are protected by copyright laws and treaties around the world. We grant to you a worldwide, non-exclusive, royalty-free, revocable licence to view these works, to copy and store these works and to print pages of these works for your own personal and non-commercial use. You may not reproduce in any format any part of the works without our prior written consent.
We are the owner of all intellectual property rights in these works, and they are protected by copyright laws and treaties around the world. We grant to you a worldwide, non-exclusive, royalty-free, revocable licence to view these works on a computer or mobile device via a web browser, to copy and store these works in your web browser cache memory and to print pages from this website for your own personal and non-commercial use. You may not reproduce in any format (including on another website) any part of these works without our prior written consent. Other than the above, we do not grant you any other rights in relation to these works and all other rights are reserved. For the avoidance of doubt, you must not adapt, edit, change, transform, publish, republish, distribute, redistribute, broadcast, rebroadcast, or show or play in public any of these works (in any form or media) without our prior written permission. If you print off, reproduce, copy or download any part of our site in breach of this notice, your right to use these works will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
We take the protection of our copyright very seriously. If we discover that you have breached the terms of the above licence, we may bring legal proceedings against you and seek monetary damages and/or an injunction to stop you using our materials. You could also be ordered to pay our legal costs.