1. The contract between us
1.1 The contract between you (the “Client”, or “you”) and the UK limited liability partnership of Frost Wiltshire LLP (“Frost Wiltshire” or “we”) is described in the covering engagement letter and any appendices and enclosures thereto (“Engagement Letter”), and these Terms of Business, (together the “Contract”). No-one is authorised to agree any variations in the Contract unless any variations are agreed in writing between us.
1.2 If any provision of this Contract is determined to be illegal, void or unenforceable in whole or in part, such provision or the affected part shall be deemed not to form part of this Contract but all other provisions together with the remainder of the affected provision shall remain in full force and effect.
Right to cancel within 14 days
Whilst we hope that you will be happy with the service provided and will continue to be a client of the firm, we would draw your attention to your right to cancel this agreement within 14 days of the date of you signing it. You are not obliged to provide any reason for cancellation.
If you wish to exercise your right to cancel, you should email admin@frostwiltshire.co.uk, or write to us at the address stated on the front of the engagement letter, stating clearly your decision to cancel. On receiving notice of cancellation from you, we will immediately cease all work on your behalf and invoice you only for the work undertaken down to the date of cancellation, at the rates set out in the engagement letter.
Contracting parties and assignment
1.3 This Contract is between you and Frost Wiltshire. You agree that your relationship is solely with Frost Wiltshire as the entity contracting with you to provide the Services, and that no party other than Frost Wiltshire LLP will have any liability to you in connection with this Contract. The foregoing exclusion does not apply to any liability, claim or proceeding founded on an allegation of fraud or other liability that cannot be excluded under English law.
Third party rights
1.4 A person who is not party to this agreement shall have no right 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 which exists or is available otherwise than pursuant to that Act.
2. Responsibilities to each other
Confidentiality
2.1 You agree we shall not be treated as being on notice of information given to us in the course of previous engagements and so all information that is relevant to the Services must be given directly to the engagement team even if the same information has been given to us previously in the course of a different contract or engagement.
2.2 We each agree that where either of us is in possession of information about the other that is by its nature confidential, or is designated as such by the other (whether in writing or orally), including this Contract (“Confidential Information”), we each undertake to (i) keep it confidential; (ii) use it only in connection with providing and receiving the Services; and (iii) not to disclose it to any other person without the other’s prior written consent. These undertakings will not apply to any information that otherwise becomes generally publicly available, was possessed prior to the commencement of the Services (or prior to being designated as Confidential Information), or is lawfully acquired from a third party who is under no obligation of confidence; or information which is or has been independently developed by the recipient.
2.3 We each will be entitled to disclose Confidential Information to our legal advisors to protect our legitimate interests and to comply with any legal, professional or regulatory requirement.
2.4 Unless you tell us otherwise, we may in the performance of the Services attend meetings to discuss your affairs with your other advisers and may do so openly, free from any obligation to you of confidentiality.
2.5 Nothing in this Contract will prevent or restrict Frost Wiltshire from providing services to other clients (including services which are the same or similar to the Services) or using or sharing for any purpose any knowledge, experience and skills used in, gained or arising from performing the Services subject to the obligations of confidentiality set out in clause 4.1 even if those other clients’ interests are in competition with your own. Equally, you agree that to the extent that we possess information obtained under an obligation of confidentiality to another client or other third party, we are not obliged to disclose it to you or make use of it for your benefit, however relevant it may be to the Services.
2.6 E-mail may be used to enable us to communicate with you. As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received.
2.7 As internet communications are capable of data corruption we do not accept any responsibility for changes made to such communications after their despatch. For this reason it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. All risks connected with sending commercially-sensitive information relating to your business are borne by you. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
2.8 You consent to our using a third party agency to undertake identification searches relating to the entity, its directors and members for the purposes of complying with anti-money laundering regulations.
3. Charges
3.1 We will render invoices in respect of the Services comprising our fees, out-of-pocket expenses and any other charges, plus applicable VAT (together our “Charges”). These will be in accordance with the Engagement Letter. Our fees are generally calculated on the basis of the time required to conduct the Services.
3.2 Any estimate of the fees involved in the Services will be based upon our assessment of the work involved, taking account of any assumptions set out in the Engagement Letter. Unless we have agreed otherwise in the Engagement Letter, our fees may be adjusted if the Services prove more complex or time consuming than expected. We will let you know when we consider any estimate is likely to be exceeded.
3.3 These invoices are due for settlement within 7 days of receipt. You agree that we are entitled to charge you interest on overdue invoices at 2% over the prevailing Royal Bank of Scotland plc base rate.
4. General terms of business
Quality of service
4.1 If, at any time, you believe our service to you could be improved, or if you are dissatisfied with any aspect of our services, you should raise the matter with the partner responsible for providing the Services to you.
4.2 We will investigate all complaints. You have the right to take any complaint up with the Institute of Chartered Accountants in England and Wales (the ICAEW). Details of how to do so can be found at www.icaew.co.uk/complaints.
Negotiation / mediation
4.3 We each agree that we will attempt in good faith to resolve any dispute or claim arising out of or in connection with the Contract promptly through negotiations between us. If the matter is not resolved through negotiation then, prior to the commencement of legal proceedings, we will each attempt in good faith to resolve the dispute or claim by participating in an Alternative Dispute Resolution (ADR) procedure. If the matter has not been resolved by an ADR procedure within 45 days of such procedure being commenced, then the matter may be dealt with through legal proceedings.
Force majeure
4.4 Neither of us will be liable for any delays or failures in performance or breach of contract due to events or circumstances beyond our reasonable control.
Governing law and jurisdiction
4.5 This engagement letter is governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.