1.Terms of engagement

1.1 These Terms and Conditions shall apply to our provision of the services, as more particularly described in our engagement letter to you and the Schedule of Services (as defined below) attached thereto (all as supplemented or amended) (together our “Engagement Letter”).

1.2 Our agreement with you shall comprise of the Engagement Letter and these Terms and Conditions (the “Agreement”).

1.3 In the event of any conflict or ambiguity between these Terms and Conditions, the main body of your engagement Letter and the Schedule of Services, the order of prevalence, to the extent required in respect of such conflict or ambiguity shall be as follows:

1.3.1 main body of the your engagement letter;
1.3.2 the Schedule of Services;
1.3.3 these Terms and Conditions.

1.4 These Terms and Conditions shall apply to services provided by MA Partners LLP and MA Partners Audit LLP, which are two separate legal entities, to the extent as is set out in these Terms and Conditions. For further details, please see the definition of “M+A” in clause 1 below.

1.5 The terms contained in this Agreement may not be altered except by agreement between us in writing (including the Engagement Letter).

1.6 If you would like to complain about our services, or would like to discuss with us how our services could be improved, please follow the procedure set out in the Engagement Letter.

2. Interpretation

2.1 The following definitions and rules of interpretation apply in these Terms and Conditions:

Addressee” means you and any other person who M+A has agreed in writing may have the benefit of, and rely upon, the Services.

Agreed Purposes” means the provision of the Services by us to you on the terms of this Agreement.

Audit Services” the audit services, as provided by M+A Partners Audit LLP to you, as are more particularly set out in the Engagement Letter.

Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Client”, “you”, “your” the person, firm or company who purchases Services from us, as identified in the Engagement Letter.

Consumer” a natural person acting for purposes outside their trade, business or profession.

Controller”, “Data Subject”, “Personal Data”, “Processing”, “Processor” and “Supervisory Authority” shall each have the meaning given in the Data Protection Legislation.

Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU 2016/679) (“UK GDPR”), the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

General Data Protection Regulation” means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

M+A”, “we”, “us”, “our” shall mean:
(a) where we are providing Services which are not our Audit Services (including our Payroll Services), MA Partners LLP, a limited liability partnership registered in England and Wales with registered number OC361855 and whose registered address is at 7 The Close, Norwich, Norfolk NR1 4DJ (“MA LLP”); or
(b) where we are providing our Audit Services, MA Partners Audit LLP, a limited liability partnership registered in England and Wales with registered number OC427003 and whose registered address is at 7 The Close, Norwich, Norfolk NR1 4DJ (“MA Audit LLP”).

parties” the parties to this Agreement.

Partner” a member of MA LLP or MA Audit LLP. The term “Partner” in this Agreement shall not be construed as indicating that our members are carrying on business in partnership for the purposes of the Partnership Act 1890.

Payroll Services” means the provision of payroll bureau services provided by us to you, as more particularly described in the Engagement Letter.

Permitted Recipients” means the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement.

Probate Services” means the provision of probate services provided by us to you, as more particularly described in the Engagement Letter.

Schedule of Services” the schedule of services attached to the main body of your engagement letter, setting out the Services which shall be provided by M+A to you.

Services” the services that we provide to you, including but not limited to, the Audit Services and the Payroll Services, (as applicable), as is more particularly described in your Engagement Letter.

Shared Personal Data” the Personal Data to be shared between the parties under this Agreement.

2.2 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

2.3 A reference to a party includes its personal representatives, successors and permitted assigns.

2.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

2.5 Any words following the terms including, include, in particular, for example, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.6 A reference to writing or written includes email, but not fax.

3. About M+A

3.1 M+A provides accounting, tax, audit, payroll, non-contentious probate and associated services in England and Wales.

3.2 We are bound by the ethical guidelines of our professional body, the Institute of Chartered Accountants in England and Wales (“ICAEW”), and accept instructions to act for you on the basis that we will act in accordance therewith. Please see clause 12 in respect of our other registrations and exemptions.

3.3 We confirm that MA Audit LLP is a Statutory Auditor with registration number C006656730 and is eligible to conduct audit work under the Companies Act 2006. When conducting audit work, MA Audit LLP is required to comply with the Revised Ethical Standard of December 2019 (and the Erratum thereto issued in January 2020) and the International Standards on Auditing (UK) which can be accessed at: https://www.frc.org.uk/auditors/audit-assurance/standards-and-guidance.

3.4 A list of our offices, each office’s opening hours and contact telephone numbers is available on our website at: https://www.mapartners.co.uk/.

3.5 If we need to contact you, we will do so by telephone or by writing to you using the telephone number, email or postal address provided to us by you. However, if you have a preferred method of communication, please let us know.

3.6 MA LLP is registered for VAT under registration number 105 2946 86 and MA Audit LLP is registered for VAT under registration number 335 9235 89.

4. Services

4.1 The scope of the Services, which you confirm are sufficient for your purposes, is set out in the Engagement Letter. The Services are prepared and provided only for the purposes set out in your Engagement Letter and not for any other purposes. Any variation to the scope of the Services must be agreed between the parties in writing and may be subject to additional fees. Unless we expressly set out in the Engagement Letter otherwise, the Services will commence on the date on which we receive the duly signed Engagement Letter confirming acceptance of this Agreement. We do not assume any responsibility or liability prior to this date.

4.2 You acknowledge that the nature of the Services provided by us and any opinions or advice therein may contain subjective professional opinion, and that there is no guarantee that our advice will be exactly or materially the same as any other person providing services which are the same as, or of a similar nature to the Services, who holds the same qualifications and experience as us, and is presented with the same facts as we have been.

4.3 We shall be entitled to assume that the person who gives us instructions to provide the Services has authority to do so, and we shall be entitled to rely on any information provided to us by that person.

4.4 If instructions are given on behalf of a body corporate or other organisation (such as a company, limited liability partnership, charitable incorporated organisation or partnership), we shall be entitled to assume that this Agreement has been reviewed and approved by the officers of the body corporate or other organisation. The signatories to the Engagement Letter warrant that they are duly authorised to sign the Engagement Letter on behalf of the Client (if a body corporate or other organisation).

4.5 You will be solely responsible for assessing whether the results or outcome of the Services meet your requirements, deciding whether to proceed with any transaction or advice or other action or conduct as a result of the Services and exercising general management responsibility in respect of the Services.

4.6 Where we are instructed by more than one person or entity, the liability of those persons or entities shall be joint and several. Any one joint Client will therefore be individually responsible for all fees and expenses due to us. It is a condition of accepting instructions that we can be completely open with all joint Clients as to any information.  Each joint Client irrevocably authorises us to disclose to any other joint Client(s) at any time any information that we would otherwise be prohibited from disclosing by virtue of our duty of confidentiality.  If any joint Client refuses or restricts authority to disclose during provision of the Services, or if a conflict of interest arises between joint Clients, we are entitled to suspend or terminate the provision of Services related to that matter to one or more of the joint Clients.

4.7 We do not accept any duty of care or responsibility to any person other than to you and any other Addressee. Any third parties (including any group companies where applicable), who rely on the Services or any results of the Services shall do so entirely at their own risk. The Services are provided to you only and may not without our prior written consent be disclosed to any other party.

4.8 We will provide the Services with reasonable skill and care.

4.9 You shall ensure that any information, materials or documents that you or a third party on your behalf provide to us are complete, accurate and up-to-date to enable us to properly provide the Services. You must inform us of any other information of which you become aware that may be relevant to the Services.  You warrant that you have all necessary permission, consent and authorisation to supply such information and that doing so will not infringe on the rights of any third parties.  It cannot be assumed that information provided to us during the course of other matters will be taken into account for the purpose of providing the Services.

4.10 Unless we have stated in writing to the contrary, we shall not be responsible for verifying any information that is supplied to us, and we shall be entitled to rely on all information, documents, materials provided to us by you. Any advice or information provided to you by us will be based solely on the information you provide to us, and we shall not be liable where you provide incorrect or misleading information, or fail to disclose, or omit any information which may alter the advice, information or documents that we provide to you in connection with the Services.

4.11 If our provision of the Services, or any of our obligations under this Agreement is prevented or delayed by any act or omission by you, an Addressee or a third party instructed by you, or by your failure to perform any relevant obligation or any Addressee or third party instructed by you failing to perform any relevant obligation (a “Client Default”):

4.11.1 without limiting or affecting any other right or remedy available to us under this Agreement, we shall have the right to suspend performance of the Services until you, the Addressee or the third party instructed by you (as applicable) remedies the Client Default to our satisfaction, and to rely on the Client Default to relieve us from the performance of any of our obligations in each case to the extent the Client Default prevents or delays our performance of our obligations;
4.11.2 we shall not be liable for any costs or losses sustained or incurred by you, an Addressee or any third party, which arises directly or indirectly from our failure or delay to performance our obligations as set out in this clause 11; and
4.11.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.

4.12 Unless agreed between the parties in writing otherwise, we shall not have any continuing obligation in respect of any document(s) or advice, once they have been provided to you by us in final form.

4.13 As part of our ongoing commitment to providing a quality service, our files may periodically be subject to an independent quality review. Our reviewers are highly experienced and professional, and bound by the same confidentiality obligations as our employees and Partners.

4.14 We may from time to time, on your behalf, instruct, liaise with or coordinate advice from other professional advisers, including accountants or solicitors (including those from other jurisdictions). We shall not have any liability for the accuracy or competency of the advice given or work undertaken by those third party advisers or for payment of their fees and/or expenses. Any referral to a third party does not constitute a warranty or guarantee from M+A in respect of that third party, and M+A shall not accept any responsibility for engagement of, or the performance of any services by, any third party. We cannot verify the advice given or work undertaken by any third party (including foreign advisers).

4.15 We may from time to time be required to comment on commercial matters or legal documents as part of the Services. You acknowledge that we are not responsible for drafting, reviewing or amending legal documents or providing any legal advice, which is the responsibility of your lawyer.  We shall not be responsible for the commercial viability of any proposed transaction or arrangement with any third party, which may result from the Services that we provide to you.

4.16 You acknowledge that in accordance with clause 15, M+A is not authorised to provide regulated legal services, and therefore any advice, information, documents, materials or any other articles provided by us to you or vice versa (either orally or in writing) under this agreement shall not be treated in any respect as being covered by legal advice or litigation privilege. Accordingly, any such advice, information, documents, materials or other articles shall be disclosable in accordance with clause 6.2 or as otherwise disclosable under any applicable laws or regulation (including, without limitation, in response to a subject access request under the Data Protection Legislation).

5. Conflicts

You agree that we reserve the right to act during this engagement for other clients whose interests are or may compete with, or be adverse to yours. Subject to our obligations under clause 6, we confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you. If a conflict of interest arises during our provision of the Services, and we in our sole discretion deem it so necessary, we reserve the right to terminate the provision of the Services related to the matter in conflict to one or more of our clients (including you).

6. Confidentiality

6.1 We confirm that where you give us confidential information we shall at all times keep it confidential. We shall not without your consent disclose such information to any third party, nor use it for any other purpose other than to provide the Services and for the efficient administration of our client relationship.

6.2 Clause 1 shall not apply to any information that:

6.2.1 is or becomes generally available to the public (other than as a result of a breach of this Agreement);
6.2.2 was available to us on a non-confidential basis before disclosure by you;
6.2.3 was, is or becomes available to us on a non-confidential basis from a person who, to our knowledge, is not bound by a confidentiality agreement with you, or otherwise prohibited from disclosing the information to us;
6.2.4 the parties agree in writing is not confidential or may be disclosed;
6.2.5 is required to be disclosed to our professional advisors, auditors, insurers, external assessors or other external agencies who undertake business support services (such as typing and printing); and
6.2.6 is required to be disclosed by law, a court of competent jurisdiction, other governmental, professional, ethical or regulatory authority.

6.3 We may disclose any confidential information to any professional advisers that you or we engage, unless you notify us otherwise.

6.4 So long as we do not disclose your confidential information, you agree that we may mention (where appropriate) that you are or have been our client.

6.5 Neither we, nor any of our Partners, employees, agents or contractors shall have a duty to disclose to you any information which comes to our attention in the course of carrying on any other business or as a result of, or in connection with, the provision of services to any other person.

6.6 You agree that it will be sufficient compliance with our duty of confidence under this clause 6 for us to take such steps as we in good faith think fit to preserve confidential information both during and after termination of this engagement.

6.7 You shall not disclose any work provided in connection with the Services, including any advice, opinions or documents with any third party without our prior written consent, except as required by law, a court or authority of competent jurisdiction, or other governmental, regulatory or taxation authority.

7. Data protection

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.

7.2 Clause 7 of these Terms and Conditions is in addition to, and do not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. For further information on how we use Personal Data and your privacy rights, please see our privacy policy: https://www.mapartners.co.uk/privacy-policy/.

Clauses 7.37.6 shall apply to you if you are a non-Consumer who has purchased, or will purchase, Services that are not Payroll Services.

7.3 Shared Personal Data. The provisions which follow set out the framework for the sharing of Personal Data between the parties as data controllers. Each party acknowledges that one party (the “Data Discloser”) will regularly disclose to the other party (the “Data Recipient”) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

7.4 Effect of non-compliance with the Data Protection Legislation. Each party shall comply with all obligations imposed on a Controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.

7.5 Each party shall:

7.5.1 ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient or any Permitted Recipients for the Agreed Purposes;
7.5.2 give full information to any Data Subject whose Personal Data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, Personal Data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
7.5.3 process the Shared Personal Data only for the Agreed Purposes;
7.5.4 not disclose or allow access to the Shared Personal Data to anyone other than the Data Recipient and any other Permitted Recipients;
7.5.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
7.5.6 process no other Personal Data acquired in connection with this Agreement other than the Shared Personal Data;
7.5.7 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
7.5.8 not transfer any Personal Data outside of the United Kingdom unless the prior written consent of the Data Subject has been obtained and the following conditions are fulfilled:
(a) the Data Subject has enforceable rights and effective legal remedies with regard to the transferred Personal Data; and
(b) the transferring party complies with its obligations under the Data Protection Legislation (including any specific requirements of the UK GDPR), including by providing an adequate level of protection to any Personal Data that is transferred.

7.6 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation (including any specific requirements of the UK GDPR). In particular, each party shall:

7.6.1 allow the other party to approve and, if the other party deems necessary, to amend any notices given to Data Subjects in relation to the Shared Personal Data.
7.6.2 promptly inform the other party about the receipt of any Data Subject access request;
7.6.3 provide the other party with reasonable assistance in complying with any Data Subject access request;
7.6.4 not disclose or release any Shared Personal Data in response to a Data Subject access request without first consulting with and obtaining the consent of the other party;
7.6.5 assist the other party, at the cost of the other party, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, Personal Data breach notifications, data protection impact assessments and consultations with any Supervisory Authorities or regulators;
7.6.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation; and
7.6.7 at the written direction of any Data Subject, delete or return Personal Data and copies thereof to the Data Subject on termination of this Agreement unless required by law to store the Personal Data.

Clause 7.77.9 shall only apply to you if you are a non-Consumer who has purchased, or will purchase, Payroll Services.

7.7 The parties acknowledge that for the purposes of the Data Protection Legislation, when we provide Payroll Services, you are the Data Controller and we are the Data Processor.

7.8 You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purpose of this Agreement.

7.9 We shall, in relation to any Personal Data processed by us in connection with Payroll Services:

7.9.1 process that Personal Data only on your written instructions unless we are otherwise required under the laws of the United Kingdom (or any part thereof) to process Personal Data (“Applicable Laws”). Where we are relying on any Applicable Laws as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from doing so;
7.9.2 ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
7.9.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
7.9.4 not transfer any Personal Data outside of the United Kingdom unless your prior written consent has been obtained and the following conditions are fulfilled:
(a) the Data Subject has enforceable rights and effective legal remedies with regard to the transferred Personal Data;
(b) we comply with our obligations under the Data Protection Legislation (including any specific requirements of the UK GDPR) by providing an adequate level of protection to any Personal Data that is transferred;
(c) we comply with any reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data; and
(d) we have provided appropriate safeguards in relation to the transferred Personal Data;
7.9.5 assist you, at your own cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with regard to security, breach notifications, impact assessments and consultations with any Supervisory Authority or regulator;
7.9.6 notify you without undue delay on becoming aware of a Personal Data breach;
7.9.7 at your written direction, delete or return Personal Data and copies thereof to you on termination of our engagement unless required by any Applicable Laws to store the Personal Data; and
7.9.8 maintain complete and accurate records and information to demonstrate our compliance with this clause 9 and allow for audits by you or a designated auditor appointed on your behalf (provided that such audit shall not take place more than once per year).
7.9.9 You consent to us appointing any third party (that we may choose from time to time) to process Personal Data in connection with the Payroll Services. We confirm that we have entered or (as the case may be) will enter into a written agreement with the third party processor incorporating terms which are substantially similar to those set out in this clause 9.  We shall notify you of any intended changes concerning the addition or replacement of such third party processors, and you may object to these changes by giving notice of your objection within 14 days of the date of the original notice of the change.  As between the parties, we shall remain fully liable for all acts or omissions of any third party processor appointed by us under this clause 7.9.

8. Your money

8.1 If we ever hold money on your behalf, we are required to keep it in a client bank account which is separate from that of M+A. The account will be operated, and all funds dealt with, in accordance with the ICAEW’s Clients’ Monies Regulations (“CMR”). Subject to the CMR, we will not be responsible for any loss arising from the insolvency of any bank where client funds are held or from any other action or event beyond our control, including governmental or other levies on bank accounts.

8.2 In the case of larger sums held for 30 days or more, we will open a specific designated sub-account for this purpose. In view of the short time which we usually hold such money and the administrative costs involved, we will not credit you with any interest arising on this money unless we have made a specific arrangement to do so.

9. Client money

9.1 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the CMR referred to above. We will not do this unless we have been unable to contact you for at least 5 years and we have taken reasonable steps to trace you and return the monies.

9.2 Fees paid in advance by you for the Services to be provided and which are clearly identifiable as such shall not be regarded as client monies.

9.3 Where we hold funds for you or you grant us rights over your own bank or other account, we reserve the right to refuse to make a withdrawal in absence of written confirmation of your instructions.

10. Fees

10.1 Fees will be due for payment on receipt of the invoice. All fees and invoices due for payment shall be in pounds sterling, in full and cleared funds without deduction, set off or counterclaim, to a bank account nominated in writing by us from time to time for the purpose.

10.2 If you fail to pay any invoice, we shall be entitled to suspend or terminate the provision of the Services until payment is received in full.

10.3 To the extent that we are permitted to do so by any applicable law, by professional guidelines or by regulatory rules, 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.

10.4 Unless otherwise agreed our fees:

10.4.1 will be computed on the basis of the time spent on your affairs by the Partners and our staff and on the levels of skill and responsibility involved by reference to our charging rates in force from time to time. We will also take into account other factors, such as the complexity, value, importance and urgency of the matter, and may increase our fees to take account of these other factors;
10.4.2 will include (without limitation) in respect of time spent: communicating with you and others on your behalf in meetings, by letter, e-mail, fax and by telephone, considering and preparing documents such as tax returns, annual accounts and agreements, research, other correspondence, preparing attendance notes, instructing third parties on your behalf and preparing copies of documents for you;
10.4.3 will be charged separately for each of the main classes of work described in the Engagement Letter, together with disbursements and VAT at the appropriate rate;
10.4.4 will be billed at appropriate intervals during the course of the year (such intervals to be at our sole discretion); and
10.4.5 may also be billed on completion of the provision of the Services.

10.5 Any invoice shall not be a final invoice in respect of disbursements, which may be delayed.

10.6 Our hourly rates are reviewed regularly, and we reserve the right to amend the rates at any time.

10.7 Any fee estimate that we provide to you will not be binding as to final costs and will be an estimate only. You acknowledge that any estimate may change. An estimate is the view that we form initially of the likely fees, so cannot be exact in any event.

10.8 Any additional work outside the scope of the Services in our Engagement Letter will be charged on a time spent basis.

10.9 You authorise us to incur disbursements on your behalf where we consider necessary in connection with the Services. We will use our reasonable endeavours to consult with you prior to incurring material disbursements.  These disbursements may include (without limitation) other expert’s fees, court fees, search fees and HMRC fees.  These expenses are made at cost and we do not make any profit from them.  Before we incur any disbursements, it is a strict requirement that you provide funds in advance to cover these expenses.

10.10 We reserve the right to charge you a fee for arranging bank transactions and postage services, travelling expenses, photocopying, printing and incoming and outgoing faxes.

10.11 VAT will be charged on all fees, charges, expenses and disbursements where applicable.

10.12 Details of fees, disbursements and other charges shall be as set out in the relevant Engagement Letter, or otherwise notified by us to you in writing from time to time.

10.13 In the event that as a result of this engagement we are requested or authorised by you, or are required by government regulation or other legal process to produce our documents or our personnel as witnesses in a proceeding to which we are not a party, or where (without any negligence, or wrongful act, or omission or default on our part) we find ourselves subject to a claim from another party, you will reimburse us for our professional time and expenses, and the fees and expenses of our legal advisers incurred in responding to such requests, and will indemnify and hold us harmless against all losses, damages and costs arising from any such claim.

10.14 We reserve the right to charge interest on late paid invoices at the rate of 3% above Bank of England base rates from time to time. We also reserve the right to suspend the Services or to cease to act for you on giving written notice if payment of any fees is unduly delayed.

10.15 If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

11. Payment on Account

We may require you to make a payment to us on account of our fees, expenses, disbursements and other charges at any time in connection with the Services. If so, this amount must be paid prior to the commencement of the Services. The total fees may be more than the amount paid on account, but any money paid on account which is not required for our fees, expenses, disbursements and other charges will be refunded to you. You confirm that we will be entitled to deduct any fees, expenses, disbursements and other charges in respect of the relevant matters or any other matter where we are acting for you from any money on account.

12. Investment advice

12.1 M+A (both MA LLP and MA Audit LLP) is not generally authorised by the Financial Conduct Authority, but we are licensed and regulated by the Institute of Chartered Accountants in England & Wales (“ICAEW”) to carry out:

12.1.1 in the case of MA LLP, a limited range of investment and non-contentious probate services provided that they arise out of or are complementary to our professional services to you; and
12.1.2 in the case of MA Audit LLP, our Audit Services.

More information can be found at: http://www.auditregister.org.uk/.

12.2 We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. These requirements are also available at: icaew.com/regulations.

12.3 We may refer to you to a firm that is FCA regulated for any purpose where you require advice or services that are regulated thereunder.

13. Documents and Intellectual Property

13.1 We may, during the course of providing the Services, make available documents to you in draft form. You agree that you shall not rely on any draft documents that we have provided.

13.2 Where we are to hold material on your behalf for safe storage purposes the arrangements shall be agreed in writing in advance of our taking physical possession of the material. We reserve the right to charge for such storage according to volume of material and period of storage and to require appropriate insurance arrangements to be entered into at your expense.

13.3 Subject to the remaining provisions of this clause, on completion of a matter, and payment of all outstanding invoices, we shall return to you any documentation provided to us for the purposes of providing the Services. We will deliver the documents to you (or a person nominated by you), or in the case of joint Clients, to the joint Client who has requested the documents.

13.4 We are entitled to make and retain copies of any documents or materials prepared by us or on our behalf or provided to us in connection with the Services. We will retain files (including correspondence and documentation) for a period of 7 years from the date of completion of the Services, unless there is a legitimate reason or we are required by any applicable laws or regulations to retain the documents for a longer period.  Any files and papers, other than documents we have kept in storage, may be retained solely in electronic format.  We reserve the right to destroy files without further notice to you in accordance with the retention policy set out in this clause.  If you would like us to retain a particular document for longer, you must notify us in writing.

13.5 Subject to the Data Protection Legislation, we reserve the right to destroy documents after a shorter period if our policy changes.

13.6 Documentation that is your property will be returned to you on request within these time periods at your expense.

13.7 All intellectual property rights in or arising out of or in connection with any documents, advice and other works (in any form) that we have created or developed for you in the provision of the Services shall be owned by us. Subject to payment of our fees in full, we grant to you a non-exclusive, non-transferable, non-sublicensable licence to use, copy and modify such documents, advice and other works solely to obtain the benefit of the Services.

13.8 All intellectual property rights in any documents or materials that are pre-existing or not prepared by us shall be owned by the original owner.

13.9 You shall not use our name, logo or other trade marks without our prior written consent.

14. Freedom of Information

If you receive a request under the Freedom of Information Act 2000 or other legislation for the disclosure of our work or other information provided by us to you, you shall notify us immediately of the request.  You must ensure to consult with us regarding the request and take proper account of any grounds for challenging disclosure.  You shall communicate in a clear, concise manner that we shall not have any duty of care or responsibility to any third parties for the disclosed materials or work.

15. Electronic communication

15.1 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, and we strongly recommend that you install and maintain appropriate anti-virus and anti-malware software to protect the integrity and security of any email that you send to, or receive from us. We shall not be responsible for verifying whether you have done so.

15.2 With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties, as well as a risk that information could be corrupted, lost, damaged, delayed incomplete or otherwise adversely affected. We use virus-scanning software and other reasonable commercial endeavours, to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for any delays, delivery failures, or other damage or loss caused by the transmission of information over communication networks and facilities, including the internet, including damage or loss caused by viruses or by 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.

15.3 We shall also not be liable for any loss or damage to any hardware, software or data arising from transmission of any electronic communications, including emails and any attachments, by us (unless caused by our negligence).

15.4 We shall comply with the policies that we have implemented regarding the security of data and the transfer of documents by electronic means. As such, we may from time to time (where we consider appropriate in our sole discretion) encrypt or password protect e-mails and/or attachments sent by us.  However, unless otherwise agreed in writing, you cannot assume that we will encrypt or password protect e-mails and/or attachments as a matter of course.

15.5 We shall not be liable or responsible for any loss or damage arising from our acting on instructions which appear to have originated from you, unless we are negligent in doing so.

15.6 If during the course of our provision of the Services you are provided with any password, user identification code or other log-in information, you must treat such as confidential and not disclose it to any other parties without our prior written consent.

15.7 If the communication relates to a matter of significance on which you wish to rely and you have any concerns about the possible consequences of electronic transmission, you should request a hard copy of such information from us.

16. Professional Indemnity Insurance

Our professional indemnity insurance is provided by more than one insurer. The address of our lead insurer, AXA Insurance UK plc is 5 Old Broad Street, London EC2N 1AD. The territorial coverage is worldwide, subject to conditions and exclusions arising out of claims and legal proceedings made within the jurisdictions or territories of the United States of America and/or Canada.

17. Cancellation, Termination and Suspension

17.1 If you are a Consumer and this Agreement is concluded away from our premises (for example, by phone, e-mail or via our website), you have the right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel this Agreement within 14 calendar days of signing the Engagement Letter, or otherwise stating your acceptance of it, without reason (known as the “cooling-off period”). In order to exercise your right, you must inform us by making a clear statement of your decision to cancel, by e-mail to enquiries@mapartners.co.uk, by telephone to the relevant office, as listed here: https://www.mapartners.co.uk/contact/, or by post to our registered office.  Any notice to cancel must be provided before the cancellation period has expired.  If you cancel this Agreement, we will reimburse to you any monies held on account.  If you have requested that we begin providing the Services during the cancellation period, you will be charged for any Services provided to you.  You will lose the right to cancel if we have completed the Services within the 14 day cancellation period prior to you exercising the right to cancel.

17.2 Subject to clause 1, either party may terminate this Agreement by giving not less than 14 days’ notice in writing to the other.

17.3 Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

17.3.1 the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
17.3.2 the other party (not being a Consumer) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
17.3.3 the other party (not being a Consumer) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
17.3.4 the other party (being a Consumer) is subject to any bankruptcy petition, application or order, or, if the step is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
17.3.5 continuing to provide the Services would, or is likely to, result in (i) a breach of applicable law, regulation or professional requirement, (ii) our independence being compromised or (iii) a conflict of interest which cannot be resolved by way of appropriate safeguards.

17.4 We may terminate this Agreement or suspend the Services with immediate effect by giving written notice to you if:

17.4.1 you fail to pay any invoice in accordance with our payment terms;
17.4.2 you fail to provide or delay in providing adequate instructions, or information which is material to our provision of the Services; or
17.4.3 we reasonably believe that you have provided incorrect, incomplete or misleading information to us or any third party (such as a tax authority).

17.5 If the provision of Services is terminated, you will be liable for any fees, expenses, disbursements or other charges arising or committed up to the date of termination, together with any fees or payments necessary in connection with the transfer of the matter to another adviser. All our rights set out in these Terms of Business shall continue to apply upon termination.

18. Anti-Money Laundering

18.1 The law requires us to obtain satisfactory evidence of our clients. As such, we are required to undertake customer due diligence procedures for all clients for whom we act.  In most cases, we will match your individual identity details against a number of data sources using an electronic identification system.  On occasion, we may also request full ID documents, such as passport, driving licence or other documents confirming your identity and evidence of your current residential address, such as a bank statement or utility bill.  With regard to corporate clients, customer due diligence procedures require that we carry out a company search and verify the identity of the directors and beneficial owners of the corporate body.

18.2 In order to comply with our legal obligations, we operate an anti-money laundering procedure. If we know or suspect that you (or any other person involved in the matter) are involved in money laundering or holding the proceeds of crime, we may be required by law to make a report to the National Crime Agency (“NCA”) (or any replacement or supplemental governmental body).  In these circumstances, you acknowledge that we may be required to do so without any prior reference to you or your representatives, and we must stop work on the matter until authorised by the NCA to continue.  You agree to waive your right to confidentiality to the extent of any report made, document provided or information disclosed to the NCA.  Our requirements to make a report to the NCA override our duty of care to you.  We do not accept any responsibility or liability for any loss, damage or expense (whether direct, indirect, consequential or otherwise) arising from any delay or otherwise as a result of making any reports to the NCA to ensure compliance with our statutory obligations.

19. Service

19.1 If at any time you would like to discuss with us how our service to you could be improved or if you are dissatisfied with the service you are receiving please let us know by contacting the fee earner responsible for your matter. If you are still not satisfied, you should contact our Chief Operating Officer, Philip Webster.

19.2 We undertake to look at any complaint carefully and promptly and to do all we can to explain the position to you.

19.3 If we do not deal with your complaint promptly, or you are unhappy with our response you may of course take the matter up with our professional body the Institute of Chartered Accountants in England and Wales.

19.4 Where we are providing you with our Probate Services, we will consider carefully any complaint that you may make about our Probate Services as soon as we receive it and will do all we can to resolve the issue. We will acknowledge your complaint within five business days of its receipt and endeavour to deal with it within eight weeks. Any complaint should be submitted to us by letter.

19.5 In relation to our Probate Services, you may also wish to make a complaint to the Legal Ombudsman. Complaints to the Legal Ombudsman should be made within six years of the act or omission or within three years of you becoming aware of the issue, and in either case within six months of our written response to your complaint to us. The contact details for the Legal Ombudsman are:

19.5.1 Letter: Legal Ombudsman, PO Box 6806, Wolverhampton, WV1 9WJ
19.5.2 E-mail: enquiries@legalombudsman.org.uk
19.5.3 Telephone: 0300 555 0333.

20. General

20.1 Governing Laws and Jurisdiction. This Agreement and any disputes or claims (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales, and the English Courts shall have exclusive jurisdiction in relation to any claim, dispute or difference (including non-contractual disputes, claims or differences) concerning the Agreement and any matter arising from them, their subject matter, or formation. 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.

20.2 Force Majeure. M+A will not be liable to you or any Addressee, nor be in breach of this Agreement, for any delay in performing or failure to perform any of its obligations under this Agreement, or for any economic loss or damage you or any Addressee may suffer if we are unable to provide the Services, or otherwise perform our obligations in connection with this engagement, in a proper manner or at all, due to forces, circumstances, causes or events beyond our control (including, without limitation, pandemic or epidemic). We shall be entitled to a reasonable extension of time for performing such obligations and/or the Services. If the period of delay or non-performance continues for 3 months, you may terminate this Agreement by giving 7 days’ written notice to us.

20.3 Contracts (Rights of Third Parties) Act 1999. Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

20.4 Assignment and Other Dealings.

20.4.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under this Agreement. If you are a Consumer, we will provide you with written notice of our intention to exercise our rights under this clause, and we will ensure that your rights under this Agreement will remain unaffected.
20.4.2 You will not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this Agreement.

20.5 Entire This Agreement constitutes the entire agreement between the parties relating to the Services and all matters to which it refers. This Agreement replaces and supersedes any implied terms, previous drafts, agreements or other communications, whether made orally or in writing.

20.6 Variation. Except as set out in these Terms and Conditions or the Engagement Letter, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.7 Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.8 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

20.9 Notices.

20.9.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Engagement Letter.
20.9.2 Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.
20.9.3This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

21. Limitation of Liability

21.1 M+A neither owes nor accepts any duty to any person under or in connection with this engagement, this Agreement, or otherwise, other than to you and any Addressees.

21.2 Any claim must be made within the period permitted by law and where you are a non-Consumer, in any event within three years of the date when the claimant became aware of the facts which give rise to the claim or potential claim.

21.3 You agree that MA LLP or MA Audit LLP (as the case may be) will provide the Services to you under this Agreement. You agree that you shall not bring a claim in contract, tort, negligence, for breach of statutory duty or otherwise against any Partners, members, officers, consultants, employees or agents of MA LLP or MA Audit LLP (as the case may be). Such Partners, members, officers consultants, employees and agents assume no personal liability for the provision of the Services and shall be entitled to rely of these Terms and Conditions insofar as they limit or exclude liability.

21.4 You also acknowledge that we cannot guarantee that HMRC, or any other regulatory, government or taxation authority, will not seek to query, or investigate any matters relating to the Services (including but not limited to any advice we may provide from time to time in respect of IR35 legislation and regulations). Provided that we have acted with reasonable skill and care, and have not acted negligently, we shall have no liability, and you shall not bring a claim as a result of any investigation, query, proceedings, action, fine, penalty or other similar action issued by HMRC or any other regulatory, taxation or government authority.

21.5 Where we are acting for a body corporate, we shall be acting solely for that body corporate as an entity, and you agree that the directors and members of the body corporate shall have no right to bring any claim or action, of whatsoever nature, in a personal capacity, or in any other capacity other than as a Director or member of the body corporate which is our Client.

21.6 In providing the Services, we will only examine documentation and information expressly provided by you. In the event you suffer any loss, damage, costs, fines, charges, penalties or other similar detrimental effect, we will not be liable, and you shall not be entitled to bring a claim in respect of such matters, where such a matter has been caused either wholly or materially by your non-provision, or misleading provision of any documentation, information or other material fact which would have materially altered the Services, or any advice or documentation provided thereunder.

21.7 Any limitations set out in this clause 21 shall be subject at all times to the applicable consumer rights legislation from time to time, including but not limited to, the Consumer Rights Act 2015, and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

21.8 Nothing in this clause shall exclude or limit liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or any liability which cannot be limited or excluded by any applicable laws.

21.9 We will not be liable for any indirect or consequential loss or damage, or any loss of profit, income, anticipated savings, opportunity, corruption of data, wasted management or staff time, production, accruals or damage to goodwill arising in any circumstances whatsoever, where in contract, tort, negligence, for breach of statutory duty or otherwise, howsoever caused.

21.10 Our total liability to you for any claim in contract, tort, negligence, for breach of statutory duty or otherwise, for any loss or damage, costs, other charges or any contractual or statutory interest, or fines howsoever caused arising out of or in connection with the Services shall be limited to the amount (if any) specified in the Engagement Letter.

21.11 We shall not have any responsibility for any works that fall outside the scope of the Services set out in our Engagement Letter.

21.12 We shall have no responsibility or liability for notifying you of, or the consequences of, any event or change in relevant law after the date on which we provided the Services.

21.13 We shall have no responsibility if you suffer or incur any loss or damage as a result of your failure (or the failure of third parties on your behalf) to:

21.13.1 provide the accurate, adequate or complete information to us in connection with the Services;
21.13.2 maintain accurate accounting records which set out with reasonable accuracy your financial position, and that any financial statements comply with the applicable accounting standards (and where applicable the Companies Act 2006); or
21.13.3 act on our advice or respond to our communications or the communications of any third party (including tax authorities).

21.14 Where we are providing our Audit Services, we shall have no responsibility for any loss, damage, fine, penalty or other adverse effect suffered by you as a result of your decision in respect of your eligibility for the exemption from an audit from time to time. The decision on whether your company meets the conditions for exemption from an audit shall be solely your responsibility.

21.15 Please note that we will not notify you of changes to our bank details by e-mail, and you are not entitled to rely on any such e-mail. If you receive bank details by e-mail, please contact us to check to ensure the bank details are accurate.  We will not be liable for any money that is lost as a result of you relying on using incorrect bank details.

21.16 Any liability awarded shall be allocated between you and any Addressees in such proportion as you shall agree. No party shall dispute the validity, enforceability or operation of any limit on liability on the ground that no such allocation was agreed.

21.17 This clause 21 shall survive termination of this Agreement.