Home > Genral Terms and Conditions of Business

HILLIER HOPKINS LLP ("We" or "Us")
GENRAL TERMS AND CONDITIONS OF BUSINESS

General
The scope of our work and our liability to you in respect of any Engagement will be set out in the relevant Engagement Terms within our “Engagement Pack”, which incorporates these General Terms and Conditions of Business. To the extent that any of the Engagement Terms of our specific Engagements as set out in the “Specific Services Appendices” conflict with these General Terms and Conditions of Business, the former shall prevail.

In addition to the applicable terms within the Engagement Pack applying, to the extent that you use our website for providing information to us or accessing Specific Services from us, you agree that the Website Terms and Conditions on our Website also apply.

Professional and regulatory obligations
We are bound by the byelaws and ethical guidelines of the Institute of Chartered Accountants in England and Wales (ICAEW) and registered by them to carry out audit work. We are regulated by the Financial Services Authority (FSA) for Investment Business.  We accept instructions to act for you on the basis that we will act in accordance with these regulations and guidelines.

Fees
Our fees are based on the levels of skill and responsibility involved and the time spent on your affairs by the principals and our staff and sub-contractors or consultants.  Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.  The Fees are in return for our provision of services, but we do not guarantee that any particular advice within our services will achieve any particular result (for example, without limitation, we do not guarantee that services to try to investigate a potential tax efficient saving will achieve a particular saving).

Any fixed fees, or estimates that we give for our fees, may be based on our best understanding of what is involved and on assumptions that we have mentioned to you in writing (or electronically).  Additional charges may apply if the instructions or circumstances change, if the matter is more complex than had been originally envisaged or if there is additional follow-up work. 

Fees may by separate agreement be fixed annually in advance in which case they will be payable by monthly standing order. Otherwise, our fees will be:

• charged separately for each of the main classes of work;
• billed on account as the work progresses, monthly where the balance on work in progress exceeds £1,000, with a final bill on completion; and
• subject to VAT and disbursements, which are both payable in addition at the same time as fees if applicable.

Fees (including disbursements), other than those payable by standing order, are payable in cleared funds within 14 days of the presentation of the fee note.  If you are late in paying any of the fees or disbursements to us, we reserve the right to suspend provision of any Services and/or charge interest on the amount due but unpaid at the annual rate of interest of 8% above Bank of England base rate from time to time from due date until payment (after as well as before judgment), such interest to run from day to day and compounded monthly.  Settlement of fees by MasterCard, American Express, Visa or debit card is accepted.  To ensure that payment arrives safely, we recommend that you pay in person or electronically, although cheques are also acceptable once they have cleared. In the event of non payment of fees, we reserve the right to use debt collection services, whose charges will be added to the amount outstanding.

In some circumstances, commissions or other benefits may become payable to us in respect of transactions we arrange for you, in which case you will be notified in writing of the amount and terms of payment. You consent to such commission or other benefit being retained by us. The fees that would otherwise be payable by you as described above will, for administration reasons, only be abated by any individual commission payment in excess of £100. In the event that you terminate any contract giving rise to commission at an early stage in its operation, we may have to repay all or part of the commission to the product provider.  You may be liable to contribute to any such repayment.

• If it becomes necessary for us to withdraw from the Engagement for any reason, our fees for work performed up to that date and disbursements incurred will be payable.  In the case of annual fixed fee arrangements, payable by standing order, we reserve the right, in the event of early termination, to recover the balance of the full annual fee unpaid at the date of termination.

It is our policy that we should not start any work until overdue fees (including disbursements) have been settled.

Client monies

We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, an investment business client bank account or a designated account, whichever is relevant. All such accounts are segregated from the firm’s funds. These accounts will be operated, and all funds dealt with, in accordance with the regulations of ICAEW or FSA as appropriate.
We will generally pay interest to you on any money we hold. However to avoid an excessive amount of administration, interest on non-designated accounts will only be paid if greater than £50 per annum.
If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a designated account.  All interest earned on such money will be paid to you.

Investment Advice
If, at your request or for any other reason, we undertake investment services or corporate finance activities, you should be aware that this work is regulated by the Financial Services & Markets Act 2000 and will be subject to a Specific Services Appendix.

You confirm that the information so provided to us will be full, complete, accurate and up-to-date and you acknowledge that we may rely upon it.

For the purposes of carrying out a Specific Service, we shall not be treated as having notice of any information provided to members or employees or consultants of our firm other than that provided to members or employees or consultants within the team as advised to you in respect of that Specific Service.

If you do not provide us with the prompt, full, complete, accurate and up-to-date information as requested or required by us, this may affect our ability to provide the Specific Services within a particular timeframe or at all and, to the extent permitted by law, we shall not have any liability resulting from any errors, failure or delays by you in this regard.

Confidentiality and publicity
We will treat as confidential all information (whether provided orally, in written or in any other form) which you provide to us for the purposes of the Engagement.  We will, however, be free to use any skill, know-how or methodologies employed in performing the Services when performing services for other clients.

All Services provided by us to you in respect of an Engagement are provided solely for use by you and for the purposes set out in the applicable Specific Services Appendix.  Save as expressly agreed to the contrary with us, they should not be disclosed or provided to any third party without our prior written consent.  No responsibility is accepted by us for any consequences arising from any reliance upon our work by any person other than a person to whom our Engagement Pack is addressed.

The provisions in this section restricting disclosure of confidential information shall not apply to any information:

• which is or becomes public knowledge other than as a consequence of breach of the Engagement Terms;
• which is already in the possession of the receiving party without restriction before the date of receipt from the disclosing party;  or
• to the extent that it is required to be disclosed by any applicable law, regulatory authority or order of a court of competent jurisdiction or enforceable request of any recognised stock exchange or other competent authority (including the Inland Revenue), provided that such disclosure is limited to the minimum necessary to comply with such disclosure obligations.

Unless otherwise agreed between us, you agree that we may have the right to use in our publicity material your name, logo and a brief description of the matter we are helping you with.  However, we shall not reveal any other information about you or the matter unless we have your prior consent.

Quality control
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 people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

Electronic communications
During the performance of the Engagement, we may (unless you expressly ask us not to do so) communicate with you (and with others for the purposes of the Engagement), electronically.  You accept that the electronic transmission of information cannot be guaranteed to be secure or free from error and it remains your responsibility to carry out virus checks of any attachments before launching any document (howsoever received).

Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

Data Protection Policy
We process all personal data as defined in the Data Protection Act 1998 (“DPA”) (“Information”) in accordance with applicable English data protection laws.

When Information is submitted to us, we shall process that Information in accordance with our Data Protection Policy set out in this section of the General Terms and Conditions of Business.  Information may include ‘sensitive information’ relating to physical or mental health, racial or ethnic origin, political opinions, trade union membership, religious beliefs, sexual life, commission or alleged commission of an offence, or the sentence of any court. 

In the course of providing the Services, we may process the Information about you and anyone you represent (including your employees, other directors, partners and relatives).  That Information may include sensitive information, but we will process your data in order to provide the Services as is necessary, fair and lawful.  We also reserve the right to use Information to carry out a credit check and disclose it as required by any applicable law, regulatory authority or order of a court of competent jurisdiction or enforceable request of any recognised stock exchange or other competent authority. 
 
If any of the details of the Information submitted for processing change, it is the responsibility of the original provider of the Information to inform us of the change(s) so that we can update our records.

We may use Information as follows:

• to supply goods and services as requested by you including such transfer of Information to employees, agents and other third parties as required for this purpose;
• for the purposes of our internal administration; and
• to market the services provided by us and others in the Hillier Hopkins Group (including, but not limited to, informing you of seminars, bulletins and other services and news that we are offering).  If you do not wish to receive this information, please write or send an email to your main contact with us, clearly letting us know what you do not wish to receive. 

We reserve the right to:

• transfer our business assets (which may include Information) on sale or merger of the whole or part of the business; or
• transfer the Information as required to obtain legal advice, comply with legal requirements, protect our rights and property, and the safety of our employees, clients, suppliers and others.

Information is stored securely. We will store Information only for so long as is necessary to achieve the purposes set out in this Data Protection Policy and if we intend to process Information other than as set out above, notification will be given and the opportunity to decline the processing allowed.

We may use third parties to process the Information as part of our Services, including (without limitation) for your accounts and tax returns where we consider that this is desirable in order to provide you with the right level of service. All our third party service providers have been checked to ensure that they have appropriate systems in place to safeguard the confidentiality and security of your data and records.

All individuals have certain rights under data protection legislation.  If you have any requests and/or questions concerning this Data Protection Policy, please contact our Data Protection Manager, at Hillier Hopkins LLP, Charter Court, Midland Road, Hemel Hempstead, Herts HP2 5GE, or send an  email to: DPManager@hhllp.co.uk.

By signing the Services Appendix, or otherwise agreeing to proceed with the Engagement, you confirm that you have read and understood this Data Protection Policy and consent to our use of the Information in the ways described.

Money laundering

In common with all accountancy and legal practices the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

• Maintain identification procedures for all new clients;
• Maintain records of identification evidence obtained; and
• Report, in accordance with the relevant legislation and regulations.

We have a duty under s. 330 of the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been 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.

The offence of money laundering is defined by s. 340(11) of the Proceeds of Crime Act 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.

We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under s. 333 of the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firms' principals nor staff may enter into any correspondence or discussions with you regarding such matters.

We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by The Institute of Chartered Accountants in England and Wales.

If satisfactory evidence of your identity is not provided within a reasonable time, there may be circumstances in which we are not able to proceed with the appointment.

File destruction
During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation and audit of your financial statements and returns. You should retain these records for at least seven years from the end of the accounting year to which they relate.

• Whilst certain documents may legally belong to you, unless you tell us to the contrary, we intend to scan the documents electronically and destroy correspondence, audit and accounts papers at the end of three months.  The electronic documents will be retained for seven years and then destroyed unless we think they may be of continuing significance.  If you require retention of any document, paper or electronic, you must notify us of that fact in writing.

Limitation of liability

• We will provide our professional services with reasonable care and skill. However we will not be held responsible or liable for any losses to the extent caused by the supply by you or others (on your behalf (other than our representatives) of late, incorrect, out-of-date or incomplete information, or you or others’ failure or delay in supplying any appropriate information or any failure to act on our advice or respond promptly to communications from us or relevant authorities.

• We shall be responsible for providing the Specific Services as set out in these Engagement Terms, but not for anything else unless we have specifically agreed to provide it or advise on it.  However, there may be further follow-on work from the initial instructions which we agree to provide (and for which we may charge) which shall be deemed to form part of the "Specific Services".

• Although it is not acceptable for accountants to attempt to exclude all liability to their clients, we may limit our liability in respect of the Specific Services or any services that we provide (whether or not under a specific Engagement). 

• Liability for: (a) criminal, dishonest or fraudulent acts or omissions on our behalf; or (b) reckless disregard of professional obligations; or (c) personal injury or death due to our negligence; or (d) misrepresentation as to fraud or a fundamental matter; or (e) any liability for company statutory audit Specific Services: or (f) any liability which we cannot by law exclude or limit; cannot and will not be limited by us.  Except for that, unless it has been otherwise expressly agreed with you in writing, you agree, by signing any Specific Services Appendix or otherwise instructing us to proceed with acting for you or providing any services to you, that our aggregate liability arising out of or in connection with any claims in respect of any acts, omissions and delays for all services or work done and any other services or work that we agree within any 12 month period to provide to you, in aggregate (whether under Engagements or not, and whether or not this is before or after we archive our files), may not under any circumstances exceed the sum that represents the greater of: (i) £1,000,000; or (ii) ten times the total fees paid by you to us under all Engagements in aggregate within that 12 month period.  This limit applies under all legal heads of claim in aggregate (for example, without limitation, under contract law, tort, negligence, misrepresentation, restitution or otherwise).  You also agree that this term of our Engagement is fair and reasonable having regard to the relevant circumstances.

• Again, unless it has been otherwise expressly agreed with you in writing, we will not have or accept any professional or other liability in relation to this Engagement to persons who are not our clients, notwithstanding any circumstances that might otherwise cause such responsibility to such persons to arise.

Delay
We shall use our reasonable endeavours to provide prompt advice, but timeframes for delivery of Services are estimates. In addition, we shall not be responsible for any delay to the performance of any services, where such delay is caused by any matter beyond our reasonable control (including but not limited to your failure to provide, in a timely manner, the information referred to in the section “Information provided by you” above).

Our staff

• Hillier Hopkins LLP is referred to in these General Terms and Conditions of Business and elsewhere in the Engagement Terms as "the firm", "we", "us" or "our", which, where appropriate, includes our successor and predecessor firms and our members, employees and consultants.  Like many other LLPs, we may call the members of the firm "partners" instead of using the term "members".  However, legally, the members are not partners and do not have joint and several personal liability or any liability to you.  All liability to you is solely the responsibility of the firm itself.

• Having regard to our interest in limiting the personal liability and exposure to litigation of our members and employees and consultants, you agree that the members and employees and consultants of the firm are not assuming a relationship of personal responsibility so as to create a special relationship.  Instead, they are acting as agents for the firm.  Accordingly, you agree that they shall not have any personal liability (whether under contract law, tort, negligence, misrepresentation, restitution or otherwise) and you agree not to bring any claim of any kind against any of our employees or members or consultants personally (but this will not exclude our liability as a firm for acts or omissions of them performed under our supervision or within the scope of the relevant member's, employee's or consultants' contracts with us). 

• If, despite the statements in this section "Our staff", any of our members or employees or consultants are deemed by a court of competent jurisdiction to have personal liability to you, our liability and their liability, in aggregate, will not exceed the limit on our own liability to you under the section above "Limitation of liability".

• It is agreed that our employees and members and consultants shall have the right to enforce the benefits of this clause pursuant to the Contracts (Rights of Third Parties) Act 1999.

Non-competition
We and you each agree with the other that, during the period of the Engagement and for a period of six months following termination or expiry of the Engagement, not to (directly or indirectly, itself or with or through a third party) solicit or induce any officer, member, employee, consultant or agent of the other who was involved with the provision or receipt of the Services to terminate their employment or engagement with that other without the prior written consent of that other.  Any general recruitment advertisement shall not be deemed to be solicitation for the purposes of this section.

Assignment and sub-licensing
You shall not assign, transfer, novate, charge or sub-license or purport to assign, transfer, novate, charge or sub-license the Engagement or any of your rights, liabilities or obligations under this Agreement without our prior written consent.

Complaints procedure
We are concerned to ensure that your affairs are handled in the most efficient way by the team responsible. If you are dissatisfied with any part of our service please tell us.

If you have a complaint about any aspect of our service, which cannot be resolved to your satisfaction through the member responsible for your affairs, the circumstances of your complaint should be brought to the attention of our managing member.
                                 
We undertake to look into any complaint you have, carefully and promptly, and do all we can to explain the position to you.  If we do not answer your complaint to your satisfaction, you may of course take the matter up with the Institute of Chartered Accountants who can be contacted at Chartered Accountants’ Hall, Moorgate Place, London, EC2P 2BJ or in the case of Investment Business with the Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London. E14 9SR.

You agree that you will not take action or commence any proceedings against us without first addressing your complaint to us in accordance with these complaints procedures.

Termination
The Engagement may be ended immediately by either party notifying the other party in writing.  We shall be entitled to charge, and be paid, for Services rendered pursuant to the Engagement up to the date of termination, together with expenses and disbursements reasonably incurred up to that time, and the termination of the Engagement shall not operate to affect any provisions which either expressly (or by implication) survive such termination.

On termination of the Engagement, we shall promptly account to you for any investments and cash held by us or any nominee company of ours for your account.  We shall be entitled to retain such investments and cash as may be required to settle transactions already initiated and to pay any outstanding liabilities.

Jurisdiction and governing law
The Engagement Terms and the Services provided pursuant to them shall be governed by and interpreted in accordance with English law.  You and we irrevocably agree that the Courts of England shall have exclusive jurisdiction to settle any dispute (including but not limited to claims for set-off and counterclaims) which may arise in connection with the Engagement Terms and/or the Services to which they relate.  You and we irrevocably waive any right to object to an action being brought in those Courts, to claim that the action brought in the English courts has been brought in an inconvenient forum, or to claim those Courts do not have jurisdiction.

Notices
Any notice to be given by any party in relation to the Engagement shall be in writing and sent by facsimile or by prepaid recorded delivery post or by overnight courier and shall be deemed duly served when receipt of an answerback signal showing that the facsimile has been successfully transmitted (in the case of facsimile) or two working days after posting (in the case of prepaid recorded delivery or overnight courier), where a "working day" means any day other than (a) a Saturday or (b) a Sunday or (c) a day when the clearing banks in the City of London are not physically open for business.

Whole agreement
The Engagement Terms, together with any agreed written variations thereto, set out the entire agreement between us in relation to the Engagement and supersede all prior representations, agreements, negotiations or understandings, whether oral or in writing.

No person other than the parties to the Engagement Terms, their respective successors and assignees, shall have the right to enforce any of the Engagement Terms, pursuant to the Contracts (Rights of Third Parties) Act 1999 (or otherwise), except to the extent that the Engagement Terms expressly provide for such Act to apply to a particular term or terms.

Severability
Should any of the Engagement Terms (including these General Terms and Conditions of Business) be declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.

Definitions
“Engagement” means the agreement between us for the provision of particular Specific Services upon the Engagement Terms (or any written variation thereto agreed between us).
“Engagement Pack” means the documents between you and us in respect of Specific Services, being the Specific Services Appendices for the particular Specific Services, any engagement letters that accompany those Specific Services Appendices covering the detail of the Specific Services we are to provide, these General Terms and Conditions of Business, and any other document that is referred to in those engagement letters.  What constitutes "the Engagement Pack" may expand as we agree further Services Appendices from time to time, so as to incorporate the terms of those further Services Appendices and their respective covering engagement letters.
“Engagement Terms” means the terms contained (or referred to) in our Engagement Pack (of which these General Terms and Conditions of Business form part) which relate to the particular Specific Services (and not any other Specific Services), including the relevant Specific Services Appendix.
“Services” or "Specific Services" shall mean the services and associated reports and advice (or any part of them) to be provided by us as described or referred to in the relevant Specific Services Appendix and its accompanying engagement letter, or as otherwise agreed between us in writing. We may from time to time bring to your attention or advise on various matters, but we will not be responsible in respect of these areas unless specifically instructed.
“Specific Services Appendix” means the detailed appendix that sets out particular services that we are to provide as well the specific respective rights and responsibilities of both you and us in relation to those services. The appendix should be read in conjunction with these General Terms and Conditions of Business as well as any covering letter accompanying them.