Standard Terms and Conditions of Business
Last Revised: 23 May 2018
1. Acceptance of Terms
By signing our engagement letter, you agree to the following Standard Terms and Conditions of Business ("TCB").
2. Client identification
As with other professional services firms, we are required to identify our clients for the purposes of 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.
3. Confidentiality
Communication between us is confidential and we shall take all reasonable steps to keep confidential your information, except where we are required to disclose it by law, by regulatory bodies, by Court, or by our insurers. Unless we are authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
Where specialist advice is required on occasions we may need to seek this from or refer you to appropriate specialists. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
4. Conflicts of interest
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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services. If this arises, we will inform you promptly.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. 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 above.
5. Data Protection
We confirm that we will comply with all applicable provisions or protection of persons with regard to processing data, including but not limited to the the EU General Data Protection Regulation 2016/679; together with all other applicable legislation relating to privacy or data protection, when processing personal data about you and your family.
6. Electronic and other communication
Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means.
a. Electronic Communication. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. Whilst virus-scanning software reduces the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor 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 are 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.
b. Postal System. Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.
7. Counterparts and Electronic Signatures
The Engagement Letter may be executed in several counterparts and all so executed shall constitute one Engagement Letter, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart.
The parties agree that the Engagement Letter may be electronically signed. The parties agree that the electronic signatures appearing on the Engagement Letter are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. Additionally, the Engagement Letter, to the extent signed and delivered by means of a facsimile machine or PDF, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
8. Fees and payment terms
Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk. If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.
a. Fixed Fees. Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead
b. Complex Situations. If, during the review of your information and preparation of your return, it becomes apparent that you have a particularly complex situation and/or a significantly time consuming situation then we reserve the right to charge an additional fee to cover our time and costs involved. Should this scenario arise, you will be advised in advance of the proposed charge so that an alternative solution can be found, if possible.
c. Insurance. In some cases, you may be entitled to assistance with your professional fees, through insurance policies you hold or via membership of a professional or trade body. You will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
d. Invoices. Our invoices are due for payment upon receipt and interest may be charged on any amounts not settled within 30 days of receipt. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
e. Third Party Costs. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees.
f. Late Payment. In case of late payment interest will be charged from the due date of the invoice. We reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed.
g. Disputes. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 15 days of receipt, failing which you will be deemed to have accepted that payment is due. Any undisputed amount should be paid by the due date.
9. Implementation
We will only assist with implementation of our advice if specifically instructed and agreed in writing.
10. Intellectual property rights
We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.
11. Interpretation
If any provision of the Engagement Letter or the TCB is held to be void, then that provision will be deemed not to form part of these provisions and the remaining provisions shall be interpreted as if such provision had never been inserted.
In the event of any conflict between the TCB and the engagement letter or schedules of services, the relevant provision in the engagement letter or schedules will prevail.
12. Internal disputes within a client or between parties
For a business, if we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the normal place of business for the attention of the legal representatives of the business. If conflicting advice, information or instructions are received from different representatives of the business we will refer the matter back to the board of directors/the partnership and take no further action until said legal representatives of the business have agreed the action to be taken.
Where services are provided to spouses/partners, if we become aware of a dispute between the individuals then it should be noted that a conflict of interest has arisen and we will need to cease acting for one party. Unless agreed otherwise, we will continue to act for the first-mentioned signatory to the engagement letter.
13. Services provided to a couple
Where services are provided to a couple, we shall advise you and your spouse or partner on the basis that you are a family unit. You both agree that in all matters relating to your or your spouse’s or partners’ tax and financial affairs, we may deal directly with either of you and we may discuss with either of you the tax liabilities and/or financial affairs of the other. Any change to these arrangements shall be given to us in writing by the couple.
In order for us to act for you as a couple you undertake that all instructions, information or explanations either of you gives us will be on behalf of both of you, unless you specifically tell us otherwise. Similarly, if one of you signs a document, it will be deemed to be signed on behalf of both of you, unless we are instructed otherwise.
14. Investment advice/Financial Reporting
We do not provide investment advice. If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to a third party. We do not provide advice regarding the financial account treatment of any transaction in related to the services provided.
15. Lien
Insofar as we are permitted to so by law or 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.
16. Limitation of liability
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 misconduct. We shall not be liable for any claims, liabilities, costs, damages, expenses in aggregate in excess of the fees paid to us for the specific engagement in question.
Exclusion of liability for loss caused by others
We will not be liable if such 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.
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by “Force Majeure”, which included but is not limited to:
act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo;
rebellion, revolution, insurrection, or military or usurped power, or civil war;
contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;
acts or threats of terrorism.
a strike or strikes or other industrial action or blockade or embargo or any other form of civil disturbance (whether lawful or not), in each case affecting on a general our services and which is not attributable to any unreasonable action or inaction on the part of Analie
discontinuation of electricity supply; or
other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts.
Exclusion of liability relating to the discovery of fraud 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 misconduct on the part of any party to the transaction and their directors, officers, employees, agents or advisers
Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
17. Limitation of Third Party rights
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.
18. Period of engagement and termination
Unless otherwise agreed in the engagement letter, our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 21 days’ notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or the relevant tax authorities with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
In the event of termination of this engagement letter, 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.
19. Safekeeping documents
You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will return any original documents to you.
Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old. You must tell us if you require the return or retention of any specific documents for a longer period.
20. Reliance on advice
We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
21. Changes in the law
We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances. We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given.
22. Precluded services
Certain services are precluded from the scope of our engagement. Examples of such services include investment advice, wealth planning and Court litigation. Should you require assistance in an area outside our scope of services, we will advise you accordingly and refer you to a third party provider.
23. Your responsibilities
You are legally responsible for:
Ensuring that your tax returns are correct and complete;
Filing any returns by the due date; and
Making payment of tax on time.
Failure to do this may lead to automatic penalties, surcharges and/or interest. Taxpayers who sign their returns cannot delegate this legal responsibility to others. You agree to check that returns that we have prepared for you are complete before you approve and sign them.
To enable us to carry out our work you agree:
That all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;
To provide full information necessary for dealing with your affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs; and
To provide us with information in sufficient time for your tax return to be completed and submitted in a timely fashion. Please allow 30 days for completion of your returns following receipt of complete information. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee of 5% for so doing.
You will keep us informed of material changes in your circumstances that could affect your tax liability. If you are unsure whether the change is material or not please let us know so that we can assess the significance.
24. Applicable Law
The engagement letter, the schedule of services, our standard terms and conditions of business and the country-specific standard scope of services (together the “Engagement Letter”), are governed by, and should be construed in accordance with Luxembourg law. Each party agrees that the courts of Luxembourg will 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 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.
25. Luxembourg Standard Scope of Services
The provisions of this section as well as Sections 1 to 24 apply for Luxembourg Personal Tax Services
25.1. Recurring compliance work
We will prepare your personal tax returns together with any supplementary pages and attachments required from the information and explanations that you provide to us.
a. Estimated tax calculation. We will prepare an estimated tax calculation to estimate how much you should pay. Once you have submitted your tax return, the Luxembourg tax authorities will issue you with a tax assessment which will confirm your final tax liability and advise when and how the taxes should be paid. This may also include an assessment of quarterly prepayments for later tax years. When you receive this you should forward to us and we will review the calculation and any assessments for quarterly prepayments and advise you of any inconsistencies with the tax return filed.
b. Transfer year analysis. In years of transfer to/from Luxembourg your situation may require additional analysis as there are various elections which could be made which may be beneficial to you. To determine the most advantageous elections and consequently which tax return to file is complex and time consuming.
c. File analysis. In certain circumstances, it is possible that your specific situation results in a position where no tax return is either required or beneficial. In such instances the file analysis fee will be charged to cover our time in undertaking the analysis of your file.
d. Proxy services. The Luxembourg tax authorities request a Luxembourg correspondence address for all non-residents. This service enables the Luxembourg tax authorities to send any correspondence to us and we will review and send an electronic copy to you with details of any actions required on your part. This includes, tax returns, correspondence, assessments, payments, quarterly prepayments etc.
25.2. Ad hoc and advisory work
Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you.
Examples of such work include:
Advising on ad hoc transactions, preparing additional filings (for example, Form 931, Copropriété etc.);
Dealing with any enquiry opened into your tax return by the Luxembourg tax authorities;
Preparing any amended returns which may be required and corresponding with the Luxembourg tax authorities as necessary.
25.3. Statutory deadline
The statutory deadline to file your return is 31 March following the end of the tax year. In order that we can do this, we need to receive all relevant information by 28 February following the end of the tax year. For information provided after this date, please allow 30 days from receipt of complete information for completion of your returns. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee of 5% for so doing. Some returns cannot be filed late (e.g. Form 931) and you will be advised of this should the situation arise. Some returns (e.g. décompte) must be filed, at the very latest by 31 December following the end of the tax year. Returns filed after this date may not be processed and any refund arising may be rejected.
25.4. Correspondence
You will forward to us tax assessments, statements of account, letters and other communications received from the Luxembourg tax authorities in time to enable us to deal with them as may be necessary within the statutory time limits. It is essential that you let us have copies of any correspondence received because the Luxembourg tax authorities will not send us copies of any communications issued to you.
26. UK Standard Scope of Services
The provisions of this section as well as Sections 1 to 24 apply for UK Personal Tax Services
26.1. Recurring compliance work
We will prepare your self assessment tax returns together with any supplementary pages required from the information and explanations that you provide to us. If filing online, after obtaining your approval and signature, we will submit your returns to HM Revenue & Customs ("HMRC").
a. Calculations. We will calculate your income tax, national insurance contributions ("NIC") and any capital gains tax liabilities and tell you how much you should pay and when. We will also check HMRC’s calculation of your tax and NIC liabilities and initiate repayment claims if tax or NIC has been overpaid. Any further correspondence required would be charged on an hourly basis.
b. Claims and Elections. Other than as regards tax credits (see below) we will advise you as to possible tax return related claims and elections arising from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.
c. Notices of Coding. We will review PAYE notices of coding provided to us and advise accordingly.
26.2. Ad hoc and advisory work
Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you.
Examples of such work include:
Advising on ad hoc transactions, preparing additional supplementary pages to your tax return and calculating any related liabilities;
Dealing with any enquiry opened into your tax return by HMRC; and
Preparing any amended returns which may be required and corresponding with HMRC as necessary.
26.3. Registered agent
If we need to register as your agent with HMRC, we will either provide you with our agent reference to include on your HMRC Online account. In some cases we may need to request online in which case HMRC will send you an agent authorisation code which expires within 30 days of issue. Please send this to us as soon as you receive it. When online authorisation is not possible, a request can be sent by mail. Registered agent authorisation enables HMRC to communicate with us as your agent although they consider that you should still take ‘reasonable care’ over your tax affairs.
26.4. Correspondence
You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when we are registered as your agent, it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.
27. US Standard Scope of Services
The provisions of this section as well as Sections 1 to 24 apply for US Personal Tax Services
27.1. Recurring compliance work
We will prepare your US Federal, State and City tax returns together with any supplementary pages required from the information and explanations that you provide to us. We will forward your completed tax return package to your preferred correspondence address for signature and onward filing with the relevant US tax authorities.
a. Calculations. We will calculate your income tax and social security liabilities and tell you how much you should pay and when. We will estimate interest and penalties on amounts paid late. We will also advise, upon request, if quarterly prepayments should be made in relation to later tax years. Upon receipt of any tax assessments/correspondence these should be forwarded to us. We will review any tax assessments or calculations made by the US tax authorities against the tax returns filed and advise you of any inconsistencies. Any further correspondence required would be charged on an hourly basis.
b. Tax returns. The fees quoted above assume an average level of personal income and transactions and includes preparation of Forms 1116, 2555, 8833 and AMT forms 1116, 6251 and 8801. If, during the review of your information and preparation of your return, it becomes apparent that you have a particularly complex situation and/or a significantly time consuming situation then we reserve the right to charge an additional fee to cover our time and costs involved. For example, more than 15 Schedule D transactions, 2+ rental properties, K-1 reporting, self-employment income, foreign informational forms etc. Should this scenario arise, you will be advised in advance of the proposed charge so that an alternative solution can be found, if possible.
27.2. Ad hoc and advisory work
Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you.
Examples of such work include:
Advising on ad hoc transactions, preparing additional supplementary pages to your tax return and calculating any related liabilities; and
Preparing any amended returns which may be required and corresponding with the Inland Revenue Service ("IRS") as necessary.
27.3. Correspondence
You will forward to us tax assessments, statements of account, letters and other communications received from the US tax authorities in time to enable us to deal with them as may be necessary within the statutory time limits. It is essential that you let us have copies of any correspondence received because the IRS will not send us copies of any communications issued to you.