Terms of Service

Introduction

TPP Accountants Limited t/a Phillips & Co Accountants: Welcome to our website.

Please read our terms and conditions before using our website or services.

Who We Are

2.1 Phillips & Co Accountants is the trading name of TPP Accountants Limited.

2.2 TPP Accountants Limited is registered in England and Wales. 

2.3 Company number 11050963. 

2.4 All director names are available for inspection at the Company’s Registered Office; 85 Great Portland Street, London, United Kingdom, W1W 7LT.

2.5 TPP Accountants Limited is registered with The Association of Chartered Certified Accountants as a firm of Chartered Certified Accountants.

2.6 Our services operate for all United Kingdom-based companies, partnerships, individuals and sole traders.  While we are based in the Chester and Wirral region, we aim to supply our high-quality services across the entirety of the United Kingdom.

Contracting Parties

3.1 Your contract is with TPP Accountants Ltd t/a Phillips & Co Accountants (we, us).

3.2 Persons who are not party to this agreement will have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person that exists or is available other than under that Act.

3.3 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

Use of Platform

4.1 You have permission to use the Phillips & Co Accountants website for temporary and non-exclusive use. However, we reserve the right to withdraw these permissions. In addition, we reserve the right to remove the website from access in the digital domain at any time without needing to inform you.

4.2 You do not have permission to duplicate, copy, modify, mirror, frame, republish, download or create a derivative form of any website content that is published for use. Unauthorised use of our website will be considered unlawful plagiarism.

4.3 You agree to our Privacy Policy and Cookies Policy.

Professional Responsibilities

5.1 We will keep to the Code of Ethics by The Association of Chartered Certified Accountants (ACCA). The code is available on the ACCA’s website at www.accaglobal.com/uk/en.html. On this website page, you should search for ‘ethics’. We accept instructions to act for you on the basis that we will act in line with the code.

5.2 Where you give us confidential information, we confirm we will keep it confidential, other than as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement. We may, on occasion, subcontract work for your affairs to other financial professionals locally or overseas. Where this occurs, we will take all reasonable steps to ensure those organisations recognise their obligations of confidentiality. By accepting these terms, you consent to such outsourcing arrangements; This includes the transfer of any personal data, where required.

5.3 We reserve the right during our engagement to deliver services to other clients whose interests might compete with or may be adverse to yours, subject to our confidentiality clause. We confirm we will notify you immediately should we become aware of any conflict of interest involving us and affecting you; unless we are unable to do so because of our confidentiality obligations. If a conflict of interest should arise, either between two or more of our clients or in the provision of multiple services to a single client, we will take the necessary steps to deal with the conflict. In resolving the conflict, we will be guided by the ACCA’s Code of Ethics, which can be viewed via the web address in 2.1.

5.4 We will take into account the General Anti-Abuse Rule of section 206 of the Finance Act 2013 when advising on a particular transaction.

Other Regulatory Information

6.1 Our professional indemnity insurer is QBE UK Ltd. More details about them can be found at https://qbeeurope.com/.

6.2 When carrying out work, we maintain compliance with our internal policies covering the Criminal Facilitation of Tax Evasion which satisfies the requirements of the Criminal Finance Act 2017. The latter introduced legislation to counter the facilitation of tax evasion by an associated person of a relevant body and Professional Conduct in Relation to Taxation (PCRT).

Terms of Quotation & Engagement

7.1 Phillips & Co Accountants use Xero cloud-based software to create, send and manage its quotes.

7.2 When you request a quote either over the phone or through the Phillips & Co Accountants website, you will be emailed (through your nominated email) with a quote. This quote will feature the Xero software with a number of actions for you to engage with. You may;

1. 1. Accept the Quote – when you click Accept, our staff will be notified and the Xero platform will automatically update to state you have accepted.
   2. Decline the Quote – when you click decline, our staff will be notified and the Xero platform will automatically update to state you have declined.
   3. Comment on the Quote – you can comment on the quote sent to you. When you do, our staff will be immediately notified and a member of our team will be in contact with you in 2 working days to discuss the comment further.
   4. Download and Print a PDF Copy – you may download and print your quote for your records. We do ask that you still engage with the quote to either accept, decline or comment on what has been provided.

7.3 This quote provided to you by us is an approximation and is not guaranteed. It is based on information that you provided regarding your financial services requirements based on the answers provided to us through our Request a Quote form on the Phillips & Co Accountants website. 

7.4 Quotes are subject to change when all project tasks and durations are finalised and the remaining balance of your contract will be outlined in your final invoice (unless a Direct Debit has been pre-approved and set up).

7.5 The quote provided to you by Phillips & Co Accountants is valid for 30 days after receipt. If the quote has not been accepted, declined or commented on in this timeframe, a new quote must be requested and generated.

7.6 If a new quote has been generated due to the expiry of an initial quote, Phillips & Co Accountants are not bound by their initial quote price and reserve the right to provide a new quote based on the estimated requirements of work, the current financial services climate and the current economy governed by His Majesty’s Revenue and Customs.

Fees

8.1 We calculate our fees on the basis of facts presented at the start of our engagement and amended by any later agreement with you. This will reflect the time spent on your affairs by our partners, employees and consultants on the levels of skill and responsibility involved and the importance and value of the advice we provide, as well as the level of risk.

8.2 All fee proposals or other indications of our fees are presented to you without VAT.

8.3 If it is necessary to carry out work outside the responsibilities outlined in our Engagement Letter, it will involve additional fees. Accordingly, we would like to point out that it is in your best interest to ensure your records, etc. are completed to the agreed stage.

8.4 Invoices rendered are due for payment within twenty-eight days from the invoice date.

8.5 We reserve the right to end or suspend our services, until we receive your invoice payment, if we reasonably believe that there is a risk of non-payment. If we end or suspend services, our contractual duty of care to you under general law will end.

8.6 If the firm ceases to act in relation to your affairs, you agree to meet all reasonable costs of providing information to the new professional advisers. In particular, you agree to meet these costs where we are required by law to provide information to a successor firm.

Terms of Payment

9.1 Payments accepted: It is our duty of care to provide you (the client) with contractual services. However, it is upon the responsibility of you (the client) to reimburse the service provider (Phillips & Co Accountants) with the pre-agreed upon total outlined within the Engagement Letter and then reinforced through the final invoice. Payment types selected and accepted by Phillips & Co Accountants, include bank transfer, cheque, direct debit, debit and credit card, online payment and digital wallet such as Apple Pay. Direct debits, debit and credit cards, online, and digital wallet payments will be collected by GoCardless, acting on behalf of TPP Accountants Ltd. Payments to be made within 28 days of the invoice date.

9.2 Late payments: We reserve the right to charge interest on late-paid invoices at the rate of 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or cease to act for you following written notice stating the recognition of unduly delayed fees. We intend to exercise these rights only where it is fair and reasonable to do so.

9.3 Short-notice fees: In the event of a self-assessment query or limited company accounts being submitted to us within a month of the filing deadline, the client agrees to a short-notice fee of 10% in addition to the quotation of services. This is to address additional requirements for time-affected elements of the submission deadlines set by His Majesty’s Revenue and Customs. 

9.4 Invoicing and fee notifications: Upon the completion of services requested by you, we will supply you with a final invoice. This invoice will detail service tasks, including but not limited to the following;

1. 1. The Phillips & Co Accountants Base Rate
   2. The Cost of Business Type Application (Limited Company, Sole Traer, Etc.)
   3. The Cost of Software Applied (Xero, Sage, IRIS, Etc.)
   4. The Annual Fee for Submission to HMRC
   5. The Bookkeeping Fee (where applicable)
   6. The Fee of Additional Hours Required (where applicable)

9.5 Event of pre-payment request: There may be some occasions where the scope of work and nature of business demands a 50% upfront fee payment. This will be in advance of the commencement of services; do not take offence to these measures as they ensure all impracticalities of timeframes for services are mitigated for all parties involved.

General Limitation of Liability

10.1 We will provide services as outlined in our Engagement Letter with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, fail to supply any appropriate information or fail to act on our advice or respond promptly to communications from us or the tax authorities.

10.2 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 will not bring any claim in connection with services we provide to you against any of our partners or staff personally.

10.3 Our work is not – unless there is a legal or regulatory requirement – to be made available to third parties without our prior written permission. In addition, we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

10.4 We will not be responsible for any increased liability we have as a result of limitations you may have agreed to with another adviser or which we may have due to the negligence of another person against whom you do not claim back money for any reason. This is relevant in instances whereby we and other people may be legally responsible for the same damage. In these circumstances, we will limit our payment to the amount we reasonably ought to pay. This takes into account our responsibility for the damage (defined in section 2(1) of the Civil Liability Contribution Act 1978) and the basis that any other person will have paid you any amounts they ought reasonably to have paid after accounting for; 

1. 1. Their own responsibility for it and ignoring any limit you may have agreed with them,
   2. Any subsequent extension of your claims against that person or
   3. The fact that they no longer operate.

10.5 If you agree to limit their liability, if the claim against them ends for any reason, you stop making a claim against them or if any person fails to satisfy any judgment you have gained, we will not be legally responsible for more than the net amount we would have paid, after allowing for the amounts you would otherwise have been entitled to recover from those people.

Quality of Service

11.1 We wish to provide – at all times – high – quality service. If at any time you would like to discuss how our service could be improved or if you are dissatisfied with the service you are receiving, let us know by contacting our Managing Director, Terence Phillips FCCA.

11.2 We will investigate any complaints promptly and will do all we can to reach a resolution. If you are still not satisfied, you may take up the matter with the Association of Chartered Certified Accountants (ACCA).

11.3 For us to provide you with high-quality services on an ongoing basis, it is essential you provide us with relevant records and information when requested, reply to correspondence in a timely manner and follow our terms of engagement set out in this Terms of Service and associated letters. We, therefore, reserve the right to cancel the engagement between us with immediate effect in the event of;

1. 1. Your insolvency, bankruptcy or other arrangement being reached with creditors,
   2. Failure to pay our fees by the due dates or
   3. A breach of obligation without correction within 30 days of being asked to do so.

Owning Information & Keeping Data Records

12.1 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 from the preparation of your financial statements and/or any returns. For personal tax information, you should retain these records for 5 years from the 31 January following the end of the tax year to which they relate. You should retain them longer if HMRC enquires into your tax return.

12.2 We own all information such as working papers, letters, emails, memos, file notes of meetings, phone conversations and copies of original documents we may create or receive either in our own right or as your agent.

12.3 We intend to destroy correspondence and other papers that we store that are more than seven years old, other than documents that we consider to be of continuing significance. If you require the retention of any document, you must indicate that fact to us in writing.

The Proceeds of Crime Act 2002 & Money Laundering Regulations 2017

13.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017 to;

1. 1. Maintain identification procedures for clients, beneficial owners of clients and persons purporting to act on behalf of clients,
   2. Maintain records of identification evidence and the work undertaken for the client and
   3. Report, in accordance with the relevant legislation and regulations.

13.2 The Provision of Audit and Accountancy Services is a regulatory business. As such, we have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency (NCA) if we know – or have reasonable cause to suspect – that another person is involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence. It is not our practice to inform you when such a disclosure is made or the reasons for it because of the restrictions imposed by the ‘tipping off’ provisions of the legislation. In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with you regarding such matters.

13.3 The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act 2002 and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is obtuse and includes criminal activity such as;

1. 1. Deliberate tax evasion,
   2. Deliberate failure to inform the tax authorities of known underpayments or excessive repayments,
   3. Fraudulent claiming of benefits or grants or
   4. Obtaining a contract through bribery.

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

External Review

14.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional individuals. They are, of course, bound by the same requirements of confidentiality as our principals and staff.

Applicable Law and Changes In The Law

15.1 English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Terms of Service or any associated Engagement Letter and any matter arising from it. Each party irrevocably waives any right 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.

15.2 If any provision in this Terms of Service or any associated Engagement Letter – including its application – is found to be invalid, illegal or otherwise unenforceable in any respect. The validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

15.3 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 your circumstances.

15.4 We will accept no liability for losses arising from changes in the law or the interpretation thereof that occurs after the date on which the advice is given.

Methods of Communication

16.1 Unless you instruct otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. 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. In addition, 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.

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

Data Protection Act 2018

17.1 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed upon under the Engagement Letter. This extends to other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that – when processing data on your behalf – we will comply with the provisions of the Data Protection Act 2018. For the purposes of this act, the Data Controller in relation to personal data supplied about you is TPP Accountants Ltd t/a Phillips & Co Accountants.

17.2 Sections 11 and 12 of the Data Protection Act 2018 place express obligations on you as a data controller where we act as a data processor undertaking the processing of personal data on your behalf. An example would be where we operate a payroll service for you. We, therefore, confirm we will at all times comply with the requirements of the Data Protection Act 2018 when processing data on your behalf. In particular, we confirm we have adequate security measures in place to comply with any obligations equivalent to those placed on you as a data controller.

17.3 We may also transfer information about you to other countries including countries outside the European Economic Area that do not have the same level of data protection as the UK. We will only do this when appropriate; for example, when we work with foreign professionals on your behalf.

The Right to Withdraw

18.1 In the limited circumstances where you may have provided your consent to the collection, processing and transfer of your personal information for a specific purpose, you have the right to withdraw your consent to that specific processing at any time. To withdraw your consent, email info@phillipscoaccountants.co.uk. Once we have received notification that you have withdrawn your consent, we will no longer process your information for the purpose originally agreed to, unless we have another legitimate basis for doing so in law.

Use of Our Name in Documentation Issued By You

19.1 You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that are to be made public in accordance with applicable law.

Draft or Interim Work & Oral Advice

20.1 In the course of providing services to you, we may provide advice or reports or other work products in draft form, interim form or orally. However, final written work products will always prevail over any draft, interim or oral statements. Where you request it, we will provide you with written confirmation of matters stated orally.

Third-Party, Cloud-Based Software

21.1 We may use cloud-based software suppliers (those we access through the internet) to help us provide our services. Before we use these suppliers, we will review them. This review covers data storage and security, service levels and the ability to make a profit to ensure the service provided is appropriate. Although we have these procedures in place, we cannot accept responsibility for problems in service; however, they may be caused. If you use this service, it is at your risk.

21.2 Software in use by Phillips & Co Accountants includes, but is not limited to;

1. 1. IRIS Accountancy Suite
   2. IRIS Kashflow
   3. IRIS OpenSpace
   4. Sage
   5. Xero
   6. QuickBooks

Staff Acknowledgements

22.1 Our staff work for you on the understanding that you will not offer employment to our staff unless we give you written permission and

22.2 At Phillips & Co Accountants, our staff will not offer employment to your staff involved unless you give us written permission.

22.3 If written permission is given, either we or you can bill the other party for an appropriate fee of 20% of the annual salary on appointment plus VAT.

22.4 Our staff have the right to a workplace free from harassment, intimidation or other threatening behaviour (both verbally and physically). If a member of our staff believes they have been subject to such abuse by you, they are encouraged to report it to the Practice Manager. The Practice Manager will initiate an investigation into your treatment of the practice staff.

22.5 Where staff have been found to be harassed, intimidated or threatened (either verbally or physically), Phillips & Co Accountants reserve the right to the immediate termination of contracts through the violation of this terms of service by you. A formal email and letter will be issued alongside a final invoice of services to-date remaining unpaid.

Disputes & Complaints Procedures

23.1 Phillips & Co Accountants is committed to providing a high-quality service to you. To maintain this service, we invite all clients and third parties to be aware of our formal complaints procedure. 

23.2 In the event of a question or a complaint arising from the services our staff provide, contact info@phillipscoaccountants.co.uk. The Practice Manager will be in touch to assist you with your complaint and act as a mediator in discussions.

23.3 If a dispute may occur in relation to these Terms of Service, the use of our website or the services provided by our staff, it will be subject to the jurisdiction of the courts of England and Wales.

Entire Agreement

24.1 Our Engagement Letter and these Terms of Service form the whole agreement between us and replace all previous agreements and terms between us. In entering into this agreement, you have not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than as set out in our Engagement Letter and these Terms of Service.

24.2 If any provisions of our Engagement Letter or Terms of Service are held to be void for whatever reason, then that provision will be deemed not to form part of this contract and no other provisions will be affected or impaired in any way. In the event of any conflict between these Terms of Service and the Engagement Letter or appendices, the relevant provision in the Engagement Letter or schedules will take precedence.

Changes to This Terms of Service

25.1 We reserve the right to make changes to this Terms of Service document, where applicable and necessary. For example, needing to adjust a clause in line with new government regulation or a change in the law. 

25.2 Any changes that we make to this Terms of Service are to ensure the safety of you and our staff are met with the continued running of our business, and therefore our services to you. 

25.3 Where changes are made, you will be notified by your nominated email account of these changes.

25.4 The continued use of our website and our services at Phillips & Co Accountants after the notification of a change in these terms will be considered acceptance and you must comply with all changes.

25.5 All changes to this Terms of Service remain binding to you and us.