Guernsey Terms & Conditions

  1. Introduction
    1. The following pages set out the terms and conditions under which we agree to act. These terms and conditions (as updated from time to time) form part of the letter of engagement between us. They should be considered in conjunction with the following documents provided to you, to which you have also agreed:
      • i. The scope
      • ii. The individual schedules of services
      • iii. The privacy notice
      • iv. The proposal
    2. These terms and conditions shall remain in force unless and until they are replaced by updated terms and conditions.
  2. Applicable Law
    1. Our engagement with you and the provision of the services provided are governed by the law of the Island of Guernsey.
    2. Accepting the letter of engagement and these terms and conditions confirms both of our agreements that the courts of the Island of Guernsey will have exclusive jurisdiction over any claim or dispute over any matter in respect of the engagement.
  3. Professional Body
    1. We are subject to regulation by the Institute of Chartered Accountants in England and Wales (ICAEW).
    2. The website of our professional body is www.icaew.com where you can find details of our firm in the register of members along with the code of ethics and the regulatory framework with which we are required to comply.
  4. Client Money
    1. Client money is money in any currency or form that we receive from a client or hold for a client which is not immediately due to us in accordance with our agreement. Fees paid in advance for agreed services to be provided are not client money and we will not be required to offset these against our fees.
    2. We will not hold assets belonging to you or any of our clients.
  5. Investment Advice, Funding & Consumer Credit
    1. Investment business in Guernsey is regulated under the Protection of Investors (Bailiwick of Guernsey) Law, 2020 (as amended).
    2. We do not provide investment services, nor do we receive commissions for any referrals to investment businesses.
  6. Commissions Received Excluding Investment Business Commissions
    1. From time to time we or another connected business may receive a commission or other benefit because of an introduction to another professional or a transaction arranged for you.
    2. If this occurs, we shall account to you for the commission, which means you will be notified in writing of the terms and payment of the commission or benefit.
  7. Data Protection
    1. We will comply with the Data Protection (Bailiwick of Guernsey) Law, 2017 (as amended) (Data Protection Law), which implements the EU’s General Data Protection Regulation (GDPR), when dealing with your personal data.
    2. The GDPR provides that: Personal data only includes information relating to natural persons who:
      i. can be identified or who are identifiable, directly from the information in question; or
      ii. who can be indirectly identified from that information in combination with other information.
    3. This will include but is not limited to a name, identification number, location data and an online identifier.
    4. When providing services, we will usually be acting as a controller under the Data Protection Law. We will be controllers as we will make decisions about processing activities when providing the agreed service(s) to you.
    5. We may act as a processor when providing certain services such as payroll. In this case you would be the controller and we would act on your instructions.
    6. We ensure that we comply with the principles as set out in the Data Protection Law (for more information see www.odpa.gg) when collecting and processing data. These principles are:
      i. Lawfulness, fairness and transparency
      ii. Purpose limitation
      iii. Data minimisation
      iv. Accuracy
      v. Storage limitation
      vi. Integrity and confidentiality
      vii. Accountability
    7. In order to comply with these principles, we will:
      1. Provide you with a privacy notice which should be read in conjunction with the letter of engagement, schedules of services and these terms and conditions
      2. Ensure that the information that we collect and process is limited to that necessary for:
        i. Providing the agreed services
        ii. Complying with legal and regulatory obligations
        iii. Contacting you with details of other services (where consent has been given)
        iv. Our other legitimate interests (e.g. protecting ourselves against claims or disciplinary action).
    8. In order to comply with the regulations of our professional body ICAEW and the GFSC (as defined below) 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.
  8. Anti-Money Laundering Compliance
    1. We are supervised by the Guernsey Financial Services Commission (GFSC) for anti-money laundering compliance. We are required to obtain information to identify and verify our clients and certain other persons connected with our clients. This may be done by requesting the information from you and/or by making searches of appropriate databases designed for the purpose.
    2. We will not usually be able to start working for you until such time as this information is received, and we may need to stop working for you if any additional information we request from you once we have started working with you is not received.
  9. Bribery and Corruption
    1. In accordance with the requirements of the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 and the UK’s Bribery Act 2010 we have appropriate policies and procedures in place to prevent the business and staff from offering or receiving bribes.
  10. Conflicts of Interest
    1. Where there is a conflict of interest in our relationship with you or in our relationship with you and another client we will notify all parties and where possible apply appropriate, agreed safeguards to protect the interests of all parties.
    2. Where suitable safeguards cannot be applied we may be unable to provide further services.
    3. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject, of course, to the obligations of confidentiality referred to below.
  11. Professional Indemnity Insurance
    1. We are required by our professional body ICAEW to have professional indemnity insurance.
    2. Our insurer is Allianz Insurance Plc, 57 Ladymead, Guildford, Surrey, GU1 1DB, United Kingdom.. The territorial coverage is Worldwide excluding USA & Canada.
  12. Complaints
    1. We aim to provide an excellent service at all times. However should you be dissatisfied in any way please contact Alasdair Milroy. This may be done by writing to Apartment 6 Reef House Havelet Waters South Esplanade Saint Peter Port GY1 1BJ, or by telephoning this office, or by emailing Alasdair Milroy at compliance@btmaccounting.com.
    2. We undertake to look into any complaint carefully and promptly and to take all reasonable measures to resolve the position to your satisfaction. If we do not deal with your complaint to your satisfaction you may take up the matter with our professional body ICAEW. At that point, if appropriate, we shall also provide you with details of an approved body that you may wish to contact with regard to a possible alternative dispute resolution process.
  13. Confidentiality
    1. In accordance with our code of ethics all communication between us is confidential. Information will not be disclosed unless authorised by you (for a specific item or generally via the privacy notice) or where required by law or regulation.
  14. Disengagement
    1. When we cease to act for you a disengagement letter may be issued. This will ensure that our respective responsibilities are clear and agreed.
    2. Should we be unable to contact you we may issue a disengagement letter to your last known address and cease to act.
    3. Each of us may terminate this engagement by giving not less than 30 days’ notice in writing to the other party.
    4. We may terminate this engagement immediately in the following circumstances:
      1. where you fail to cooperate with us;
      2. where you fail to provide us with complete, timely or accurate information we request from you to enable us to carry out the services, including any information we need for anti-money laundering compliance;
      3. where we have reason to believe that you have provided us or any relevant tax authority with misleading information;
      4. where it is no longer appropriate or in your best interest for us to continue to act;
      5. where there are fees and/or expenses which have been invoiced and which are overdue for payment;
      6. where we believe that your actions may breach an application law or regulation;
      7. where we reasonably consider that there has been an irretrievable breakdown of trust and confidence between us; or
      8. a conflict of interest arises (see clause 10 above).
    5. Termination shall be without prejudice to any rights that may have accrued to either party prior to termination.
    6. In the event of termination of this engagement 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. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
    7. At the time of termination of this engagement (for whatever reason) we will invoice you for all work carried out to the point of termination (in so far as not already invoiced) at our normal hourly rates.
    8. Our engagement with you will cease once we have completed all work that we have agreed to perform for you under this engagement.
    9. Once our engagement with you has terminated or ceased (for whatever reason) we shall owe you no further duties to act for you or to advise beyond the date of termination or cessation of the engagement.
  15. Communication
    1. We will communicate with you and any agreed third party by a secure method as agreed.
    2. 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. Where you have agreed to receive electronic communications, you acknowledge:
      1. Although we take all reasonable care there is a risk of non-receipt, delays, misdirection or interception by a third party.
      2. Although we use up to date virus protection software to reduce the risk you are responsible for virus checking any emails and attachments.
      3. However careful parties are there is a risk associated with electronic communication which you accept in return for speed and efficiency.
    3. In order to ensure that communication is effective you are required to notify us promptly of any change of postal or email address.
  16. Fees, Payment Terms & Timetable
    1. We will usually provide you with a fixed fee or hourly rate based quotation for each specified piece of work, such quotation will be set out in proposal in respect of that work. We shall never provide a fixed fee quotation in respect of professional work to be undertaken more than one year ahead of the date of the quotation.
    2. Unless agreed to the contrary, any estimate of our fees or a fixed fee quotation does not include any disbursements, or the costs of any third party, which shall be added to our invoices.
    3. 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.
    4. Any work to be carried out beyond that in a fixed fee quotation will be charged at our normal hourly rates, details of these are available on request. We reserve the right to increase our hourly rates at reasonable intervals, without notice. Please contact us at any time if you would like the current list of hourly rates.
    5. Where the quote for the work is dependent on the volume of transactions, for example employee numbers or number of invoices, a regular review will be undertaken for any changes and the fee will be updated accordingly.
    6. Any fees quoted or estimated are stated exclusive of any applicable value added tax, or goods and services tax, which shall be added to our invoices if and when such tax is chargeable.
    7. We may request from you one or more payments on account of our fees and disbursements.
    8. Invoices for our fees will be issued to you at appropriate intervals in accordance with the agreement and payment plan.
    9. Our fees are due for payment within seven days of the date of issue of the relevant invoice.
    10. We may agree to spread payment of your fees by way of monthly payments – by standing order or direct debit – over a period of up to one year. Any monthly standing order or direct debit agreed between us will be calculated with the expectation that your payments will be sufficient to settle the invoiced amount upon completion of the assignment to which the standing order or direct debit relates. Where, during the course of an assignment, it becomes necessary to revise the estimate of fees, we shall explain the revised estimate to you in writing, and require you to amend the monthly standing order or direct debit accordingly.
    11. In any situation where our fees are expected to be paid by a third party (e.g. by an insurance provider in relation to an investigation by a tax authority), until those fees have been paid in full, you shall remain liable for our fees.
    12. We reserve the right to stop work on your affairs entirely where any fees due from you remain outstanding 7 days after the issue of the relevant invoice.
    13. We reserve the right to charge interest on all late payments.
    14. We also reserve the right to suspend our services or cease to act for you on giving written notice if payment of any fee is unduly delayed. We intend to exercise these rights only where it is reasonable and fair to do so.
    15. In respect of a client that is not a natural person, where that client is unable or unwilling to settle our fees, or where fees are overdue (as described above), we shall seek payment from the natural person (or parent entity) who gave us instructions on the client’s behalf, and we shall be entitled to enforce any fees due against them.
    16. 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.
    17. Where your banking is in the United Kingdom or Crown Dependencies, you must set up a Direct Debit to make the monthly payments of our fixed fee, where applicable. We will send you separate instructions about how to set up the Direct Debit. We cannot act for you until the Direct Debit is in place. You should notify us in writing per clause 14.3 if you no longer require our services. No refund will be given for payments already made to us when you inform us to cancel our instructions.
  17. Lien
    1. In so far as permitted to do so by law and professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all assignments undertaken for you until all outstanding fees and disbursements are paid in full.
  18. Advice
    1. We will assist in implementing advice only where this has been agreed in writing.
    2. 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.
    3. Advice given orally should not be relied upon unless confirmed in writing.
    4. Advice given by a non-principal should not be relied upon unless confirmed in writing by a principal.
    5. Any advice given is for the use of the addressee of the engagement letter only. We accept no responsibility to any party who is not a party to this agreement.
    6. Any advice given to you should not be passed to a third party without our express permission.
    7. Any advice can only be used for the purpose for which it is given.
  19. Delivery of Our Services
    1. You agree to provide full and accurate information necessary for us to advise in relation to your affairs. We will rely on the information and documentation true, correct and complete, and will not, (unless agreed otherwise in writing) audit the information or those documents. 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.
    2. If we ask for information to be provided to us by a specific date, we shall not be responsible for any losses arising if you provide information after that date, for example, in relation to the completion of tax returns, even if you provide the information prior to the filing deadline for the return.
    3. We strongly recommend that you instruct us sufficiently in advance so that we have time to give properly considered advice prior to any deadline.
    4. If you delay in providing information to us, such that we are unable to provide the agreed services, we may seek to resign from the engagement.
    5. You authorise us to approach such third parties as may be appropriate for information that we consider necessary to perform the engagement
    6. When dealing with a tax authority 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
    7. You confirm that we may contact any relevant tax authority to advise them of any errors that we consider to be material that we identify in your reported tax affairs without your prior written consent (although we will, of course, advise you of such action).
  20. Intellectual Property Rights
    1. We will retain all copyright in any document we prepare for you unless the law specifically provides otherwise.
  21. Internal Disputes
    1. Our client is the business. If there is a dispute between the owners and/or managers of the business we will continue to communicate with the Nominated Individual, but will copy in all persons whose email details have been provided to us.
    2. If conflicting advice, instructions or information are received from different individuals at the client, we will refer all matters to the board of directors/partnership/LLP/spouses (as appropriate) and will take no further action until the client has confirmed the course of action to be taken as an entity.
  22. Limitation of Liability
    1. We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.
  23. Exclusion of Liability
    1. Relating to Non-Disclosure or Misrepresentation Etc.
      We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.
    2. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.
  24. Limitation of Third Party Rights
    1. The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work.
    2. 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.
    3. A party to this agreement is the only person who has the right to enforce any of its terms.
  25. Exclusion of Liability for Loss Caused by Others
    1. We will not be liable if losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.
    2. 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.
  26. Indemnity for Unauthorised Disclosure
    1. You agree to indemnify us and our agents in respect of any claim, including but not limited to any claim for negligence, (such indemnity to extend to all liabilities, costs, expenses, damages and losses, including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and including payment at our usual rates for the time spent by us in defending it, and all and other reasonable professional and management costs and expenses) arising out of any unauthorised disclosure of our advice and opinions, whether in writing or otherwise.
  27. Limitation of Aggregate Liability
    1. The proposal specifies an aggregate limit of liability, and that sum shall be the maximum aggregate liability of this firm, company or LLP, its principals, partners, directors, members, subcontractors or members, agents, consultants and employees (and of any former principals, partners, directors, members, subcontractors agents, consultants and employees) to all persons to whom the engagement letter is addressed and also to any other person that we have agreed with you may rely on our work.
    2. You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals, partners, directors, members, subcontractors, agents, consultants, subcontractors or employees on a personal basis, or any former principals, partners, directors, members, agents, consultants, subcontractors or employees.
  28. Period of Engagement & Termination
    1. The start date on which our responsibility for assignments commences will be set out in the key dates table within the proposal.
    2. Where no start date has been added in the key dates table or agreed in any other way, then the service will commence from the start date stated in the engagement letter ([start_date]) or the date you sign and return it to us, whichever is the later. Except as stated in the engagement letter, we will not be responsible for periods prior to the start date.
    3. When notice is given by either party the date that our responsibility for the service ends will be set out in the disengagement letter. (Please see ‘Disengagement’ above for more details).
  29. Retention of Papers
    1. We will return documents that belong to you when the assignment is complete unless specifically agreed with you. If we continue to hold records for you we will agree how they should be treated when we cease to act.
  30. Agreed Further Services
    1. We will carry out such further additional services beyond those listed in the Schedules as we may agree with you in writing. Such additional services will be subject to our usual hourly rates and the terms of this Engagement letter and terms and conditions. Any advice given under this clause may only be relied upon if confirmed by us in writing.