1.1 The Caldwell Penn Group. These terms set out the terms upon which accountancy, audit and finance services are supplied by members of the Caldwell Penn Group. The Caldwell Penn Group comprises Caldwell Penn Limited (“CPL”) and any of its Affiliates from time to time. The engagement letter will specify the particular member of the Caldwell Penn Group that will be providing services to you under that engagement letter. All references to “our” or “us” in these terms are to the particular member of the Caldwell Penn Group that is providing services to you under the engagement letter. In this context:
1.1.1 an “Affiliate” is any entity that controls, is controlled by, or is under common control with CPL; and
1.1.2 “control” means directly or indirectly having beneficial ownership of more than 50% of the issued share capital of an entity or the legal power to direct or cause the direction of the general management of an entity from time to time.
1.2 Our agreement with you. These terms, together with our engagement letter to you, form our agreement with you to provide professional accountancy, audit, tax and advisory services delivered by members of the Caldwell Penn Group, acting in accordance with ICAEW regulations and applicable law. These terms apply to each matter we work on with you. If there is a conflict between these terms and our engagement letter, these terms will prevail, unless the engagement letter expressly overrides them. Each engagement letter will form a separate agreement between us.
1.3 Changes to these terms. We can change these terms in response to legal, regulatory and technological changes and business requirements, and we may update our fees as explained in paragraph 7. If we do so, we'll notify you and you can contact us to terminate your instructions before the changes take effect.
2.1 Matters outside the scope of your instructions. We only advise on matters within the scope of your instructions, as set out in our engagement letter. Unless your engagement letter clearly says otherwise, we will not advise you on legal matters, regulated investment advice under the Financial Services and Markets Act 2000, services or advice requiring authorisation by the Financial Conduct Authority, or commercial issues (including on the viability and prudence of a particular course of action), even if a relevant issue arises during the course of our work together. We only advise on tax when we have expressly agreed in writing to do so, and then only the specific type of tax that is expressly referred to in the engagement letter. You may wish to seek separate specialist advice on these matters.
2.2 Services. We shall provide our services to you with reasonable skill and care.
2.3 Only you and agreed third parties can rely on our advice. Our advice is intended for you and, only where explicitly agreed in writing, for specified third parties (for example, in the context of specific audit or assurance reports). Any such reliance by third parties must be within the scope and limitations we specify. We do not accept or assume responsibility to anyone other than the client(s) identified in our engagement letter, or any such specified third party to the extent expressly agreed in writing. Unless we agree otherwise in writing, you must not share our advice with anyone else. We accept no responsibility to third parties, including any group company 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.
2.4 Outsourcing.
2.4.1 We may, at our discretion, use third parties, including affiliated entities and offshore service providers, to deliver aspects of our services, including core service activities such as bookkeeping, monthly accounting, management accounts, VAT return preparation, annual compliance accounting, personal tax return preparation, confirmation statements and administrative support. We also engage third party companies to provide business, technology and compliance services, including IT services, secure document management, cloud-based platforms, anti-money laundering, identity and source of funds checks, and other support required for our business operations.
2.4.2 We may also refer any matter, document, information or our files to counsel or another professional expert for specialist advice. You agree that we may do so, whether we do so on your behalf or on our own behalf.
2.4.3 We will always ensure that any such persons are committed to an appropriate obligation of confidentiality.
2.4.4 You authorise us to approach such third parties as may be appropriate for information that we consider necessary to perform the engagement.
2.5 We're not responsible for delays outside our control. If our services to you are delayed by an event outside our control, we will contact you as soon as possible to let you know, and do what we can to reduce the delay. As long as we do this, we will not have liability to you for the delay, but you always have rights to terminate our agreement under paragraph 15.
2.6 Timing of our services.
2.6.1 We will plan and resource engagements to meet agreed deadlines and to progress the matter as quickly and efficiently as possible. Where dependencies arise (for example, third-party requests or client data provision), we will notify you promptly and agree requirements to progress the matter. However, the nature of many types of our work is such that it is difficult to forecast accurately how long it may take to complete. Often the pace at which our work proceeds will depend on the degree of co-operation we receive from the person with whom we are dealing, that person's advisers and other parties involved.
2.6.2 Failure to complete our work before any regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.
2.6.3 If we ask for information to be provided to us by a specific date and you fail to do so, we shall not be responsible for any losses arising from that failure, including a failure to meet a tax return deadline.
3.1 You agree to:
3.1.1 Provide us with full and accurate information necessary for us to advise in relation to your affairs and clear, timely and consistent instructions. You must also respond fully, frankly and quickly to our requests for information, and co-operate with us and those we instruct on your behalf. The information you give us must be full and accurate, to the best of your knowledge and belief. We don't verify the information you give us, unless we have expressly agreed to do so. We are not responsible for any inaccuracies in the information provided to us by you or third parties, and our advice is based on that information.
3.1.2 You must instruct us sufficiently in advance, so that we have time to give properly considered advice prior to any deadline.
3.1.3 Tell us straight away if your contact details change.
3.1.4 Take reasonable steps to properly secure your communications with us. This includes protecting the email and computer systems used for your matter.
3.1.5 Respect our regulatory restrictions. If we tell you that we can't do something for you because doing it would breach our legal, professional or regulatory duties then you must respect this.
3.1.6 Pay invoices and amounts due in advance or via Direct Debit. You must pay our invoices in accordance with these terms (see paragraph 8). Where required by the engagement letter or proposal, you must also pay invoices in advance of work being carried out or ensure that a valid Direct Debit mandate is in place.
3.1.7 Verify any change of our payment details received by email. If you are told about any change of our bank details by email, then even if it appears to come from our firm, you must call us on a number you have used with us previously immediately to check the email is genuine.
3.2 When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit https://www.gov.uk/government/publications/hmrc-charter.
3.3 If we identify errors in your reported tax affairs, we will advise you of your obligation to disclose them. If you decline to do so, we may cease acting and, where required by law or regulation, make appropriate disclosures.
4.1 Risks of email correspondence and other communications. For convenience and speed, we may correspond with you by email and rely on communications coming from your email account. We may also communicate with you using telephone, video conferencing, Microsoft Teams, SharePoint, IRIS OpenSpace, secure portals, encrypted messaging services and other agreed platforms. However, email and other electronic communications are inherently insecure. We are not responsible for loss or damage caused by electronic communications, provided we have taken reasonable security measures, including against viruses or similar harmful items. In any event, we will not accept any emailed instructions from you to alter your banking details or instructions on where money should be sent without separately verifying the instructions with you. If you have provided us with your email address, we shall accept that as your authorisation to communicate with you by email, unless you withdraw that authorisation.
4.2 Blocked emails. Our filtering software may prevent us receiving emails from you or in relation to your matter and we are not responsible to you for losses resulting from this.
4.3 Flexible hours of operation. We operate flexible working hours. Our staff may sometimes respond to communications and do work outside of typical business hours, but this is at our discretion. Although we may send communications at times that are convenient for us, it is not our expectation that you read, respond or follow up outside your own hours of work.
4.4 Who we can give advice to and whose instructions we can act on. We may give advice and information to, and act on instructions from, any of the individuals to whom our engagement letter is addressed without the need to copy such advice to, or to confirm such instructions with, the other(s). You can let us know in writing that we are authorised to deal with someone else on your behalf in this way. For organisations, rather than individuals, we can ask for a formal resolution confirming who can instruct us.
4.5 We can adjust to your communications needs. As a firm, we wish to support and promote equality and diversity. If it would assist you for our services to be delivered in a different way, please let us know and we will investigate how we can help.
4.6 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 should ask for the advice to be confirmed by us in writing.
4.7 Advice given is valid at the time it is given. If you are implementing plans yourself at a later date you need to confirm that there have been no changes in any relevant facts or to laws and regulations that will impact on the validity of the advice. We will assist in implementing advice only where this has been agreed in writing.
4.8 The principal for each engagement is set out in the engagement letter. You may only rely on advice given by a non-principal if it is confirmed in writing by a principal.
5.1 Consumers may have a right to cancel. If you are an individual who is not instructing us in connection with your business, you may have a legal right to cancel our agreement with you and receive a refund of any sums you have paid us in advance. You are likely to have these rights if we take instructions from you outside of our offices or at a distance, for example online or over the telephone. Your right to cancel expires 14 days after our agreement is made and if you request us to start work during that period you will have to pay us for any work we do up until you cancel. Work which we start at your request during the cancellation period cannot be cancelled once completed, even if the cancellation period is still running. Please refer to the engagement letter for more details.
6.1 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:
6.2 Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise 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.
7.1 How we calculate our fees is set out in our engagement letter or proposal. Our fees are calculated by reference to the scope, complexity, value and risk of the services provided, and may be fixed, staged, recurring monthly or otherwise structured as set out in the engagement letter or proposal. Our fees may also depend upon the level of skill and responsibility involved, the importance and value of the advice or services we provide, and the level of risk.
7.2 Payment in advance. We may request payment in advance of work being carried out, including by way of invoices issued in advance and collection by Direct Debit. We also ask for money in advance to cover significant disbursements which are payable by us to a third party on your behalf. Amounts paid to us in advance for our fees are not held as client money unless we expressly state otherwise. Client monies, where held, are dealt with in accordance with paragraph 10.
7.3 Pricing changes and proposals:
7.3.1 Changes to pricing. We may update our fees, for example where your instructions, scope, timetable, urgency or other circumstances change, or where additional or expedited work is required. We will notify you before any change takes effect.
7.3.2 Proposals and quotations. Any proposal, quotation or fee indication for providing the services or reaching a certain stage with them, is based on the information and assumptions available at the time it is issued. We may update proposals where the scope, assumptions, complexity, urgency, volume or risk of the work changes, and you must pay all agreed charges even if they exceed any previous indication.
7.4 Fixed fees and recurring monthly fees. If we have agreed a fixed fee or recurring monthly fee with you:
7.4.1 Changes in assumptions. If the assumptions on which the fee is based (as set out in our engagement letter or proposal) change or prove incorrect, we may increase our fixed, capped or recurring fee, agree additional fees with you, or issue a revised proposal before proceeding with further work.
7.4.2 Where information is provided later than agreed in the key dates schedule an additional fee may be charged to ensure that the deadline for completion and submission of the information is met.
7.4.3 Scope and volume fees. Where the fee quote for the work is dependent on the scope or volume of transactions, for example employee numbers, number of invoices, number of entities, complexity of records or other agreed variables, a regular review will be undertaken and the fee may be updated accordingly.
7.4.4 What we can charge if you terminate our agreement (or we stop acting for you) and we have agreed a fixed fee. If you terminate your instructions (other than because we are at fault), we can charge you the full fixed fee or the balance payable under the relevant proposal, unless you are an individual who is not instructing us in connection with your business (a consumer), in which case we will charge you a fair and reasonable amount for the work we have done prior to termination, if this is less. The same rules apply if we stop acting for you for a reason set out in paragraph 15.
7.4.5 Validity of proposals. Unless expressly agreed otherwise in writing, proposals and quotations are based on the information and assumptions available at the date they are issued. If work is undertaken, completed or continued more than one year after the date of the proposal, or if relevant assumptions change, we may review and update our fees.
7.4.6 Ongoing pricing review. Pricing is subject to ongoing review and may be adjusted to reflect changes in scope, volume, complexity, risk, timing, external costs and inflation.
7.5 Disbursements, expenses and VAT. All proposals, fixed, staged or monthly fees we quote to you are exclusive of the following, which you must pay in addition:
7.5.1 Disbursements. We may instruct third parties to provide services to you or we may pay official fees for you. You will be responsible for associated fees, charges and costs (“disbursements”). Your engagement letter or proposal will include an estimate of expected disbursements where relevant.
7.5.2 Expenses. In addition to our fees, we charge you our expenses which may include the costs of travel, document production (scanning, photocopying, binding) and payment transfers.
7.5.3 VAT. VAT on our fees and, where applicable, on disbursements and expenses, unless expressly stated otherwise. VAT is currently chargeable at 20%.
8.1 When we invoice you. We invoice you regularly and in advance of our services or at the intervals indicated in your engagement letter or proposal. For monthly fees, we will invoice you in advance for services to be provided in that period. Where Direct Debit arrangements are in place, collections will only be triggered from invoices issued to you and there will be no Direct Debit collections for non-invoiced services, unless otherwise agreed.
8.2 We can invoice disbursements and expenses at any time. We can invoice you for disbursements and expenses for any period at any time, even after we have invoiced our fees for that period.
8.3 Payment is due within 14 days of the date of issue of the relevant invoice and we charge interest on late payments. We charge interest on unpaid bills at a rate of 4% above the Bank of England's base rate. Interest will begin to run before securing judgment.
8.4 Multiple clients are jointly and severally liable for our bills. If we are instructed by more than one person, then we can require any of those persons to pay our bills in full (this is called joint and several liability).
8.5 How to complain about our bills. If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 30 days of receipt, failing which, you will be deemed to have accepted that payment is due.
8.6 Payment plan. We may agree to spread payment of your fees by way of Direct Debit over a period agreed with you. Where, during the course of an engagement, it becomes necessary to revise the fees, any additional fees will be invoiced and collected under the same Direct Debit mandate where applicable.
8.7 Fee assistance. In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. 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 you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
8.8 Suspending work. We have the right, acting reasonably, to suspend our work for you if you are late in paying any of our invoices.
9.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you.
9.2 If this happens, we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.
10.1 Where we hold your money. We may, from time to time, 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 ICAEW’s Clients’ Money Regulations, which can be found at www.icaew.com.
10.2 All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you if the amount earned on the balances held on your behalf in any calendar year exceeds £50.00. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.
10.3 Residual client balances. When any matter we are working on for you ends, we will take reasonable steps to return any related leftover money in our client account that is properly due to you. Having taken reasonable steps, if we haven't been able to return it after 5 years, we are entitled to donate it to a registered charity without further notice to you.
11.1 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 as we are not. However, as we are licensed by ICAEW, 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 (“exempt regulated activities”). Such advice may include the tax implications of investment decisions, the accounting treatment of investments, and general business planning matters. We can also advise on the structure and timing of transactions for tax efficiency, cash flow planning, and the impact on your financial statements. Any such advice will be incidental to our professional services and will not constitute regulated investment advice under the Financial Services and Markets Act 2000. 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. Further information about the scheme and the circumstances in which grants may be made is available on ICAEW's website: www.icaew.com/cacs.
11.2 In relation to the conduct of insurance distribution activities, we are an ancillary insurance intermediary. We are not authorised by the Financial Conduct Authority. However, we are included on the register maintained by the Financial Conduct Authority so that we can carry on insurance distribution activity, which is broadly the advising on, selling, and administration of insurance contracts. The register can be accessed from the Financial Conduct Authority’s website at www.fca.org.uk/register. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by ICAEW. Please see the ICAEW DPB (Investment Business) Handbook (available on the ICAEW’s website at www.icaew.com) for more details. In the event of a claim, if we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants' Compensation Scheme.
12.1 Liabilities not excluded. Nothing in these terms limits any liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot legally be limited.
12.2 Exclusion of indirect and consequential loss (business customers only). Subject to paragraph 12.1, if you are a business, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement for any indirect or consequential loss.
12.3 Losses we are not liable for. Subject to paragraph 12.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with our agreement for any loss arising as a result of:
12.3.1 our complying with our legal and regulatory duties, such as delays or disclosures arising in the context of compliance with anti-money laundering or crime prevention legislation or regulation;
12.3.2 you or others supplying incorrect or incomplete information or failing to supply any appropriate information;
12.3.3 your failure to act on our advice or respond promptly to communications from us or the tax authorities;
12.3.4 acts or omissions of third parties that are not engaged by us on a subcontractor basis. In particular, where we refer you to another firm for advice on matters outside the remit of our engagement, even if connected or related to the engagement, who you then instruct directly, we accept no responsibility in relation to the work carried out by that firm and will not be liable for any losses caused by them;
12.3.5 circumstances beyond our reasonable control (see paragraph 2.5).
12.4 Caps on our liability. Subject to paragraph 12.1, our total liability to you for all losses arising under or in connection with our agreement shall be limited to the amount set out in our engagement letter or, if no such amount is set out, shall be limited to the sum of £1,000,000. This cap will apply whether the liability arose in contract, tort (including negligence), for breach of statutory duty or otherwise.
12.5 No claims against our staff. You agree that we are solely responsible for work done, not the principals, employees, directors or consultants of the firm. In engaging us to provide services, you are engaging the limited company, and no principal, director, consultant or employee of that limited company will have any personal liability (including in negligence) for the conduct of the work you instruct us to carry out. In particular, the fact that an individual director, consultant or employee signs in his or her own name any letter, email or other document in the course of carrying out that work does not mean he or she is assuming any personal liability. You and we intend that this provision is for the benefit of, and shall be enforceable by, the firm’s partners, consultants and employees under the Contracts (Rights of Third Parties) Act 1999.
12.6 Changes in law. 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.
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, unless we are unable to do so because of our confidentiality obligations. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.
13.2 Mitigation. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics. 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 above.
14.1 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. Our engagement with you will cease once we have completed all work that we have agreed to perform for you under that engagement or if either party terminates our agreement in accordance with paragraph 15.
15.1 You and we can terminate the agreement for convenience. Each of us may terminate our agreement by giving notice in writing to the other party of the minimum duration set out in the engagement letter.
15.2 We can also terminate the agreement immediately for any good reason. For example, if you fail to cooperate with us; if you have broken our agreement by not giving us timely instructions or paying our invoices on time; if we discover a conflict of interest; if to proceed would otherwise be contrary to legal or regulatory duties; if the risk profile for your case has significantly changed; if you become insolvent, bankrupt or an arrangement has been reached with your creditors; if we have reason to believe that you have provided us or HMRC with misleading information; if you or any of your directors, shareholders, owners or members become subject to any financial or other government imposed sanctions; or if we reasonably consider that our continuing to act will give rise to our incurring serious reputational risk or damage.
15.3 Consequences of termination. On termination of our agreement:
15.3.1 we shall not be required to carry out further work for you, provided that we will endeavour to agree with you the arrangements for completion of the work in progress at the time, unless we are required for legal or regulatory purposes to cease work immediately.
15.3.2 we shall not be responsible or liable for any consequences arising from termination.
15.3.3 you must pay our charges (fees, disbursements and expenses) incurred up to the point of termination, as well as any charges we incur after termination, for example in transferring your files to another adviser;
15.3.4 we can retain your documents or other property until you pay. If you do not pay our invoices on time, we can retain documents, deeds, money and other items that we hold relating to any matter we are working on for you, until you have done so (subject to such information that may be available to you under data protection laws). This is called exercising a lien over the relevant items;
15.3.5 unless you request the return of any documents you have supplied to us, we will treat them in accordance with our document retention policy (available from us on request);
15.3.6 termination will be without prejudice to any rights that may have accrued to either of us before termination.
16.1 Intellectual property rights. We retain all intellectual property rights in the advice which we provide and the documents which we prepare, but permit you to make use of such work for the purposes of the particular matter for which we provided it to you only.
16.2 Use of our name. You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.
16.3 Treatment of your documents on completion. When your matter completes or we stop acting for you,
17.1 Our professional body. We are subject to regulation by Institute of Chartered Accountants in England and Wales (ICAEW)
17.2 ICAEW Rules. We will observe and act in accordance with the Bye-laws, regulations and Code of Ethics of ICAEW including, when relevant Professional Conduct in Relation to Taxation and will accept instructions to act for you on this basis. In particular, you give us the authority to correct errors made by HMRC if 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 online at icaew.com/en/membership/regulations-standards-and-guidance.
17.3 Statutory Auditors. This paragraph applies when we are providing audit services.
17.3.1 We confirm that we are statutory auditors eligible to conduct audits under the Companies Act 2006. When conducting audit work, we are required to comply with the Ethical and Auditing Standards issued by the FRC, which can be accessed online at www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors.aspx. We are also required to comply with the Audit Regulations and Guidance which can be accessed at icaew.com/en/technical/audit-and-assurance/working-in-the-regulated-area-of-audit.
17.3.2 We are registered as auditors by ICAEW in the UK and Republic of Ireland. Details of our registration can be found at www.auditregister.org.uk and www.cro.ie/Services/Auditor-Search under registration number C005061064.
17.4 Professional Indemnity Insurance. We are required by our professional body ICAEW to have professional indemnity insurance. Details about the insurer and the territorial coverage can be provided on request at our offices by appointment or via email.
18.1 As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our staff.
19.1 Our complaints policy.
19.1.1 We hope that you are happy with the service we provide. If at any stage you have concerns or wish to make a complaint, please inform the person handling your matter straight away about the nature of your concern. If you do not feel comfortable speaking with the individual handling your matter, then you can contact Lawrence Evans at 7A Abbey Business Park, Monks Walk, Farnham, Surrey, GU9 8HT, or by telephoning this number 01483 898400, or by emailing at lawrenceevans@caldwellpenn.com.
19.1.2 We will consider carefully any complaint you may make about our service as soon as we receive it and do all we can to explain the position to you. We will acknowledge your letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.
19.2 Referring your complaint to the ICAEW. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW.
19.3 ADR for consumers. If you are a consumer, should we be unable to resolve your complaint you may also be able to refer your complaint to an alternative dispute resolution (ADR) provider to try and reach a resolution. We will provide details of an ADR provider if we cannot resolve your complaint using our internal procedures. This is in addition to your ability to complain to ICAEW.
20.1 If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, 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, partners or trustees (as applicable). If conflicting advice, information or instructions are received from different directors, partners or trustees in the business, we will refer the matter back to the board of directors or the partnership (as applicable) and take no further action until the board or partnership (as applicable) has agreed the action to be taken.
21.1 When we may use and disclose your confidential information. We will keep confidential information we obtain through our services confidential, but we reserve the right to use and disclose it to:
21.1.1 deliver those services, which may include storing confidential information on our computers, in our email and in the cloud;
21.1.2 comply with the law, including by performing necessary checks on new cases and as part of ongoing monitoring (including client due diligence, anti-money laundering and financial/economic crime prevention checks, and conflicts of interest checks against a list of current and former clients), reporting suspicious activity to the National Crime Agency if we suspect money laundering, and responding to freedom of information requests; and
21.1.3 comply with requests by regulators and other competent authorities.
21.2 Working with your competitors. If we act for other clients who are your competitors, you acknowledge and agree that we will take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
21.3 Conflicts. In addition, if we act for other clients whose interests are or may be adverse to yours, you acknowledge and agree that we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.
22.1 Our use of your personal data. We use your personal data (which includes personal data of your staff) primarily to provide our services to you, but also for related purposes such as administration, billing and record keeping and to inform you of our services and updates and events that we think may be of interest to you. Our use of your personal data is subject to your instructions, the UK General Data Protection Regulation (“UK GDPR”), other relevant UK legislation and our professional duty of confidentiality.
22.2 Role of parties and our data processing agreement
22.2.1 When providing accountancy and audit services, we will usually be acting as a controller under the UK GDPR, as we will make decisions about how your personal data is processed when providing services to you.
22.2.2 We will act as a processor on your behalf when providing certain services such as payroll. In this case you would be the controller and we would act on your instructions when processing the personal data. Please refer to the data processing agreement [in the Annex] to these terms for the terms that will apply between us when we are processing personal data on your behalf.
22.3 Our Client Data Privacy Notice contains important information on how and why we collect, process and store your personal data. It also explains your rights in relation to your personal data. Our Client Data Privacy Notice is available on our website.
22.4 ICAEW Audit. In order to comply with the regulations of our professional body ICAEW our files may be subject to review by a professional body, regulator or another qualified third party to ensure our continued compliance with those regulations.
23.1 We may use AI tools, including generative AI, to enhance the efficiency and quality of our services. These tools may include enterprise systems such as Microsoft Copilot and ChatGPT Enterprise, AI notetaking, transcription or summarisation tools, AI functionality embedded within third-party platforms and accounting products, and other secure AI-enabled systems. These tools may assist with tasks such as research, data analysis, workflow optimisation, note-taking and document preparation. The use of such tools does not diminish our professional duties to you and we remain fully responsible for the quality and accuracy of the services we provide. All AI-assisted work is subject to supervision and review by our accountancy professionals. We do not input client confidential information into public AI tools without appropriate safeguards.
23.2 You may choose to use AI-based notetaking, transcription or summarisation tools (for example, software that generates meeting notes or summaries during calls or video conferences). We do not operate or control any such tools that you may use and accept no responsibility for the accuracy, completeness or reliability of any transcript, summary or other output they produce. Unless we expressly agree in writing, any such output will not constitute an agreed or authoritative record of the meeting. You are responsible for ensuring that any such tool complies with applicable data protection laws and maintains appropriate levels of security and confidentiality. Please be aware that using public AI tools may compromise the confidentiality of our communications through the disclosure of information to third-party providers.
24.1 How we verify your identity. As a professional services firm, we must comply with different legal and regulatory requirements aimed at preventing crime. This may be done by requesting information from you and/or by making searches of appropriate databases designed for the purpose. You agree to co-operate with us in order to verify your identity, your business structure, organisation history and sources of income, wealth and funds, and other matters relevant to discharging our legal and professional duties in this respect. This may include attending our offices with identification and other documentation for verification, but could also involve disclosure of more personal information such as bank statements and evidence of income. If it is not possible to attend our offices, lawful alternatives will be considered with you. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
24.2 AML Regulations. 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.
24.3 Reports to the National Crime Agency. If we have to report information about you or your matter to the National Crime Agency we may be prevented by law from informing you of this fact. If this happens we can stop work on your matter and withhold your money without notice or explanation to you, until the issue is resolved.
25.1 You agree not to solicit, employ or engage any of our staff involved in delivering services to you during the term of our engagement and for twelve (12) months after termination, without our prior written consent, except if they apply for a position with you in response to a national recruitment campaign.
25.2 Nobody else has any rights under this contract, except our staff. This contract is between you and us. Other than our staff under paragraph 12.5, nobody else has rights under it or can enforce it. Neither of us will need to ask anybody else to sign-off on ending or changing it. 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 under the Contracts (Rights of Third Parties) Act 1999.
25.3 If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
25.4 These terms are governed by English law. Each party agrees that the courts of England and Wales 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, provided that if you are an individual and you live in Scotland, you can bring claims in either the Scottish or the English courts and if you are an individual and you live in Northern Ireland, you can bring claims in either the Northern Irish or the English courts.
25.5 Last Updated: 30 April 2026
This Data Processing Addendum ("DPA") is incorporated into the Caldwell Penn Group Terms of Business and applies when the member of the Caldwell Penn Group named in the engagement letter (“Company”) processes personal data on behalf of the client named in the engagement letter in the provision of services under that engagement letter (together the "Services"). This DPA is deemed to be effective as of the effective date of the engagement letter (such date being the "Effective Date").
You, our client, are sometimes referred to as the “Client”, and each of us are sometimes referred to in this DPA individually as a "Party" and collectively as the "Parties".
1.1 In this DPA:
1.2 References to any Applicable Laws (including to the Data Protection Laws and each of them) and to terms defined in such Applicable Laws shall be replaced with or incorporate (as the case may be) references to any Applicable Laws replacing, amending, extending, re-enacting or consolidating such Applicable Law and the equivalent terms defined in such Applicable Laws, once in force and applicable.
1.3 A reference to a law includes all subordinate legislation made under that law.
2.1 Each Party agrees that it shall comply with all Data Protection Laws and the terms of this DPA in connection with the Processing of Personal Data.
2.2 The Parties agree that, for the Protected Data, the Client shall be the Data Controller and the Company shall be the Data Processor.
2.3 The Client warrants, represents and undertakes that all data sourced by the Client for use in connection with the Services, prior to such data being provided to or accessed by the Company for the performance of the Services under the Agreement, shall comply in all respects, including in terms of its collection, storage and Processing, with Data Protection Laws (which shall include the Client obtaining all consents necessarily required, providing all of the required notices and information to Data Subjects and maintaining for the term of this DPA the necessary legal grounds for transferring the Protected Data to the Company and allowing the Company to perform the Processing contemplated by this DPA and the engagement letter).
3.1 Insofar as the Company Processes Protected Data on behalf of the Client, the Company shall:
3.1.1 unless required to do otherwise by Applicable Law, Process the Protected Data as agreed under the Agreement and in accordance with the Company’s standard procedures, this DPA, and the engagement letter (together, the “Processing Instructions”);
3.1.2 if Applicable Law requires it to Process Protected Data other than in accordance with the Processing Instructions, inform the Client of any such requirement before Processing the Protected Data (unless Applicable Law prohibits such information on important grounds of public interest); and
3.1.3 inform the Client if the Company becomes aware of a Processing Instruction that, in the Company’s opinion, infringes Data Protection Laws, provided that this shall be without prejudice to Section 2.3.
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects, the Company shall implement appropriate technical and organisational measures to ensure a level of security to the Protected Data appropriate to the risk.
4.2 In addition, the Company shall implement and maintain the technical and organisational measures set out in Schedule 1 to this DPA.
5.1 The Client gives the Company general authorisation to engage Sub-Processors to process Protected Data on its behalf where necessary to provide the Services, subject to compliance with this DPA and the Agreement. The Company will impose on such Sub-Processors data protection terms that protect the Protected Data to the same standard provided for by this DPA. Such Sub-Processors may include providers of IT and cloud hosting, secure document management, client identification and anti-money laundering screening, payroll, workflow and accounting platforms, and outsourced finance and administrative support.
5.2 The Company may, upon providing the Client reasonable prior notice, add or make changes to the Sub-Processors it engages. To the extent a new, additional or replacement Sub-Processor is engaged by the Company after the Effective Date to Process Protected Data pursuant to this DPA, the Client may object to the appointment of the additional Sub-Processor, provided it does so within 14 calendar days of the Company’s notice and on reasonable grounds relating to the protection of the Protected Data, in which case the Company shall have the right to cure the objection through one of the following options (to be selected by the Company):
5.2.1 the Company will cancel its plans to use the Sub-Processor with regard to Protected Data or will offer an alternative to provide the Services without such Sub-Processor;
5.2.2 the Company will take the corrective steps requested by the Client in its objection (which resolve the Client’s objection) and proceed to use the Sub-Processor with regard to Protected Data; or
5.2.3 the Company may cease to provide, or the Client may agree not to use, (temporarily or permanently) the particular aspect of the Services that would involve the use of such Sub-Processor with respect to Protected Data, subject to a mutual agreement of the Parties to adjust the remuneration for the Services.
5.3 If none of the above options are reasonably available and the objection has not been resolved to the mutual satisfaction of the Parties within 30 days after the Company’s receipt of the Client’s objection, either Party may terminate the Agreement pursuant to its terms.
5.4 The Company shall ensure that all the Company’s personnel authorised to Process Protected Data are subject to a binding written contractual obligation with the Company to keep the Protected Data confidential (except where disclosure is required in accordance with Applicable Law, in which case the Company shall, where practicable and not prohibited by Applicable Law, notify the Client of any such requirement before such disclosure) or are under an appropriate statutory obligation of confidentiality.
6.1 The Company shall, taking into account the nature of the Processing, provide commercially reasonable assistance by appropriate technical and organisational measures, as reasonably practicable and insofar as it is possible, to enable the Client to respond to any Data Subject Request, including rights of access, correction, restriction, objection, erasure, or data portability, as applicable. The Company shall refer all Data Subject Requests it receives to the Client within 3 working days of receipt of the request. For the avoidance of doubt, the Client is responsible for responding to, and meeting the requirements under Data Protection Laws in respect of, Data Subject Requests.
6.2 The Company shall provide such reasonable assistance as the Client reasonably requires (taking into account the nature of Processing and the information available to the Company) to the Client in ensuring compliance with the Client’s obligations under Data Protection Laws with respect to:
6.2.1 security of Processing;
6.2.2 data protection impact assessments (as such term is defined in Data Protection Laws);
6.2.3 prior consultation with a Supervisory Authority regarding high risk Processing; and
6.2.4 notifications to the Supervisory Authority and/or communications to Data Subjects by the Client in response to any Personal Data Breach,
provided the Client shall pay the Company’s generally applicable fees for providing the assistance in this Section 6.2, including time and materials rates or fees for additional technical measures such as software.
7.1 Subject to the terms of the Agreement, the Client agrees that the Company may transfer Protected Data to any organisation based in a country, territory or jurisdiction outside the UK or the EEA, provided any such transfer by the Company of Protected Data shall be effected in accordance with applicable Data Protection Laws.
8.1 The Company shall, in accordance with Data Protection Laws, make available to the Client such information as is reasonably necessary to demonstrate the Company’s compliance with the obligations of Data Processors under Data Protection Laws.
8.2 The Company shall maintain, in accordance with Data Protection Laws binding on the Client, written records of all Processing activities carried out on behalf of the Client.
8.3 The Client will be entitled to perform audits of the Company, upon reasonable prior written notice, of the obligations of the Company under this DPA. The Company shall facilitate such audits by allowing the Client’s personnel and any individuals designated by the Client, reasonable access to its facilities and supplying any necessary information provided the Client shall pay the Company’s generally applicable fees for providing the assistance in this Section 8.3.
9.1 In respect of any Personal Data Breach involving Protected Data, the Company shall, without undue delay after becoming aware of the Personal Data Breach:
9.1.1 notify the Client of the Personal Data Breach; and
9.1.2 provide the Client with details of the Personal Data Breach necessarily required under Data Protection Laws.
10.1 This DPA shall remain in force as long as the Company Processes the Protected Data on behalf of The Client.
11.1 The Company shall delete or return the Protected Data (to the Client) at the end of the provision of the relevant Services related to Processing in accordance with the Agreement.
12.1 Any claims brought under or pursuant to this DPA or otherwise related hereto shall be subject to the terms and conditions of the Agreement, including, but not limited to, the exclusions to and limitations of liability set forth therein (including the How We Limit Our Liability To You section) which shall apply to any liabilities under and in connection with this DPA together with any liabilities under or in connection with the Agreement.
13.1 Sections 2 to 14 (inclusive) shall survive termination (for any reason) or expiry of this DPA and continue:
13.1.1 indefinitely in the case of Sections 10 to 14 (inclusive); and
13.1.2 until 12 months following the termination of this DPA in the case of Sections 2 to 9 (inclusive), provided always that any termination or expiry of Sections 2 to 9 (inclusive) shall be without prejudice to any accrued rights or remedies of either Party under any such Sections at the time of such termination or expiry.
14.1 In case of any conflict between this DPA and the other parts of the Agreement, the provisions of this DPA shall take precedence as regards the Processing of Protected Data unless expressly stated otherwise herein.
Below, the Company will positively indicate, e.g. , or otherwise state, the applicable technical and organisational security measures within each section that have been applied to the Processing of Protected Data associated with this DPA.
Aim: To prevent unauthorised access or disclosure of protected data to individuals, entities or Processes.
Physical Access Control - No unauthorised access to Data Processing Facilities, e.g.:
Electronic Access Control - No unauthorised use of the Data Processing and Data Storage Systems, e.g.:
Internal Access Control (permissions for user rights of access to and amendment of data) - No unauthorised Reading, Copying, Changes or Deletions of Data within the system, e.g.:
Isolation Control - The isolated Processing of data e.g.:
Aim: To provide assurance of consistency, accuracy and trustworthiness of protected data.
Data Transfer Control - No unauthorised Reading, Copying, Changes or Deletions of Data with electronic transfer or transport, e.g.:
Data Entry Control - Verification, whether and by whom personal data is entered into a Data Processing System, is changed or deleted, e.g.:
Data Integrity Control - Awareness or control of changes to data.: e.g.:
Aim: To ensure that information is accessible to authorised individuals, entities, or Processes when needed.
Availability Control, e.g.:
Ability for timely recovery (Article 32 (1)(c) GDPR); e.g.:
Architectural Control; To reduce the possibility of loss of service through architectural/structural design e.g.:
Data Protection Management, e.g.:
Data Privacy Impact Assessments, e.g.:
Incident Response Management; e.g.:
Data Protection by Design and Default (Article 25 Paragraph 2 GDPR); e.g.:
Order or Contract Control - No third party data Processing as per Article 28 GDPR without corresponding instructions from the Client, e.g.: