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Terms & Conditions…

Website Terms & Conditions

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern SFB Group Limited’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website. The term ‘SFB Group Limited’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Manor Court Chambers, Townsend Drive, Nuneaton, Warwickshire, CV11 6RU. The term ‘you’ refers to the user or viewer of our website. The use of this website is subject to the following terms of use:

  • The content of the pages of this website is for your general information and use only. It is subject to change without notice.
  • This website uses cookies to monitor browsing preferences.
  • Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
  • Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
  • This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
  • All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
  • Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
  • From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
  • Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

Standard Terms of Business

The following terms of business apply to all engagements accepted by SFB Group Limited. All work is carried out under these terms except where changes are expressly agreed in writing.

  1. Applicable law

1.1      Our engagement letter, the schedules of services and our standard terms and conditions of business are governed by, and construed in accordance with, English law.  The courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it.  Each party irrevocably waives any right it may have 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.

1.2      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. 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. 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.

1.3      Unless there is a legal or regulatory requirement to do so, our work is not to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

1.4      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.

  1. Client identification

2.1      As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

2.2      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 payment of £10,000 or more (or equivalent in any currency) in exchange for goods, you should inform us.

2.3      Any personal data received from you to comply with our obligations under The Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other that the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.

  1. Quality of service

3.1      We are committed to providing you with a high quality service that is both efficient and effective. If, at any point you would like to discuss with us how our service can be improved, or if you are dissatisfied with the service you are receiving, please let us know by contacting our managing director, Paul Carvell.

3.2      We will consider any complaint you 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 days of its receipt and endeavour to deal with your complaint within eight weeks.

3.3      If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, the Institute of Chartered Accountants in England and Wales (ICAEW).

  1. Client monies

4.1      We may, from time to time, hold money on your behalf. Such 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 the Clients’ Money Regulations of the ICAEW.

4.2      In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Barclays Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

4.3      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 separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

4.4      We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years, or we as a firm cease to practise, then we may pay those monies to a registered charity.

4.5      We are required under ICAEW’s Client Money Regulations to appoint an alternate to administer the client bank account in the event of the death or incapacity of the principal. The alternate appointed by this firm is Geoff Banks.

  1. Investment advice – exempt regulated activities

5.1      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 (FCA), as we are not. However, as we are licenced 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.

5.2      Such services may include the following:

  • advising you on investments generally, but not recommending a particular investment or type of investment;
  • referring you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA) and assisting you and the independent firm during the course of any advice given by them. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations). The PTP will issue you with their own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.
  • advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;
  • advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange;
  • managing investments or acting as trustee (or done under a power of attorney) where decisions to invest are taken on the advice of an authorised person;
  • where we have referred you to a permitted third party we will share information with them.

5.3      We may also, on the understanding that the shares or other securities of the company are not publicly traded:

  • advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
  • arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
  • arrange for the issue of the new shares; and
  • act as the addressee to receive confirmation of acceptance of offer documents etc.

5.4      If you are dissatisfied in any way with our services described in this section, you should follow the procedures set out in the “Quality of Service” section above.  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.

Fees and payment terms

6.1      Our fees may depend not only on the time spent on your affairs by the directors and our staff and on the levels of skill and responsibility involved, but also the level of risk identified and any advice provided and also on the degree of urgency of the work.  Unless otherwise agreed, our fees will be billed on a quarterly basis throughout the course of the year and will be due on presentation.

6.2      Where we estimate our fees for any specific work, this will not be binding unless this is clearly advised to you, and in such instances the above paragraph will apply.

6.3      In the case of a limited company/limited liability partnership, the directors/partners of the company/partnership will guarantee the payment of our fees in the event of non-payment by the company/partnership.

6.4      If it is necessary to carry out work outside the agreed responsibilities outlined in this letter it will involve additional fees. Accordingly, it is recommended that your records, etc are completed by you up to the agreed stage and standard before these are made available to us to avoid us having to carry out additional, unanticipated work to bring the records, etc up to the require stage and standard for which we would need to raise additional fees to cover the unforeseen work.

6.5      Fees are payable in full, on presentation. Any report will not be submitted to the appropriate authorities (e.g. HM Revenue and Customs or Companies House) or made available to third parties, whilst there remains unpaid fees.

6.6      It is our normal practice to request that clients make arrangements to pay a proportion of their fees on a monthly direct debit. Such payments will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. We will review the required monthly payments over the course of our engagement as the services you wish us to provide may change over time. Any such changes to the required monthly payments will be advised to you as and when necessary.

6.7      Our terms relating to payment of amounts invoiced and not covered by regular payments are strictly payable on presentation of the invoice. Interest will be charged on all overdue debts at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.

6.8      If under any circumstance we cease to act a fee will be raised for any work carried out by us but not previously having been billed. This will be due on presentation.

6.9      Invoices will be deemed to be agreed unless a query is raised within 21 days of receipt.

  1. Retention of and access to records

7.1      You have a legal responsibility to retain documents and records relevant to your financial affairs. 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 of your accounts and returns.

7.2      Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing.

7.3      We may utilise the services of various third parties to assist in the preparation of your accounts and tax returns and we may make available to them confidential client information as necessary. Third parties may include accountants based locally and / or overseas.

  1. Proceeds of Crime Act 2002 and The Money Laundering, Terrorist, Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017)

8.1      In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and The Money Laundering, Terrorist, Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017) to:

  • have due diligence procedures for the identification of all clients;
  • maintain appropriate records of evidence to support customer due diligence; and
  • report in accordance with the relevant legislation and regulations.

To comply with anti-money laundering regulations we may verify your identity electronically by matching your information against information held by Credit Reference and Fraud Prevention agencies.  Details of credit histories are not made available to us and, although the data provider will add a note to your reference file to show that an identity check has been made, it cannot be used for future credit assessment purposes and does not affect your credit rating.  We will not share the results of any electronic verification checks with any third parties.  A copy of the results will be held on our systems to evidence that your identity has been verified.

Electronic identification is a safe and accurate way of confirming your identity and usually avoids the need for you to supply us with any paper documents.  However, where we cannot obtain an electronic match we may ask you to provide physical forms of identification.

  1. Electronic communication

9.1      Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

9.2      With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted in emails or by electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses or for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.

  1. Data Protection

10.1    In this clause [10], the following definitions shall apply:

‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;

‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the UK GDPR and any other applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;

‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;

‘UK GDPR’ means the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2020; and

‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020.

10.2    We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.

10.3    You shall only disclose client personal data to us where:

  1. a) you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at https://www.sfb.group/sfb-privacy-policy/);
  2. b) you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
  3. c) you have complied with the necessary requirements under the data protection legislation to enable you to do so.

10.4    Should you require any further details regarding our treatment of personal data, please contact our Managing Director who is our data protection officer.

10.5    We shall only process the client personal data:

  1. a) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
  2. b) in order to comply with our legal or regulatory obligations; and
  3. c) where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available at https://www.sfb.group/sfb-privacy-policy/) contains further details as to how we may process client personal data.

10.6    For the purpose of providing our services to you, we may disclose the client personal data to other companies within the SFB Group, to our regulatory bodies or to other third parties (for example, our professional advisors or service providers).  We will only disclose client personal data to a third party provided that the transfer is undertaken in compliance with the data protection legislation.

10.7    We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.

10.8    We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.

10.9    In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

(a) we receive a request, from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or a complaint or any adverse correspondence in respect of our processing of their personal data;

(b) we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from the Information Commissioner’s Office or any other supervisory authority ); or

(c) we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.

10.10 Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services.

  1. Confidentiality

11.1    Unless we are authorised by you, we confirm that if you give us confidential information we will at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements applicable to our engagement.

11.2    You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality, it will be sufficient for us to 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 confidentiality of our own information.

11.3    In addition, if we act for other clients whose interests are or may be adverse to yours, 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.

11.4    You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired. 

11.5    We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

11.6    We will inform you of the proposed use of a subcontractor before they commence work except where your data will not be transferred out of our systems and the subcontractor is bound by confidentiality terms equivalent to an employee.

11.7    If we use external or cloud based systems, we will ensure confidentiality of your information is maintained.

11.8    This applies in addition to our obligations on data protection in section10.

  1. Quality Control

12.1    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 principals and staff.

12.2    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.  To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

Professional rules and practice guidelines

13.1    We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of the ICAEW and accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by HMRC where 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 on the internet at www.icaew.com/regulation.

  1. Conflicts of interest

14.1    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. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. 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.

14.2    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 https://www.icaew.com/technical/ethics/icaew-code-of-ethics/icaew-code-of-ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interest 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.

  1. Intellectual property rights and use of our name

15.1    We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.

15.2    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.

Interpretation

16.1    If any provision of our engagement letter or terms of business is held to be void, that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

  1. The Provision of Services Regulations 2009

17.1    The information required by the Provision of Services Regulations 2009 is available for inspection in the reception area of each of our offices.

  1. Timing of our services

18.1    If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. However, failure to complete our services prior to any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

  1. Termination of our agreement

19.1    Either party may terminate our agreement by giving not less than 21 days’ notice in writing to the other party except if you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information in which case we may terminate our agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

19.2    We reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangement being reached with creditors; an independence issue or change in the law which means we can no longer act; failure to pay our fees by the due dates; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.

19.3    In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons 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.

  1. Lien

20.1    Insofar as we are permitted to so by law or by professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

  1. Limitation of liability

21.1    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. 

  1. a) The company’s entire liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) and the Client’s sole remedies, whether in contract, tort, misrepresentation or otherwise, shall be as set out in this clause.
  2. b) Nothing in this Agreement shall exclude liability for death or personal injury or the damage to property resulting from the negligence of the Company, its employees, agents and sub-contractors, for fraud or fraudulent misrepresentation or any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.
  3. c) The Company shall not be liable for the following loss or damage, however caused, and even if foreseeable by the Company
  4. i) Economic loss, which term shall include loss of profits, loss of business, revenue, goodwill or anticipated savings.
  5. ii) Special, indirect or consequential losses or damages,

iii)        Loss arising from any claim made against the Client by a third party.

  1. d) The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise with respect to any claim arising in respect of its acts or omissions under the agreement shall be limited to the lower of 5 times the fee charged for this engagement or £25,000.
  1. Limitation of Third Party rights

22.1    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.  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.  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.

September 2022