Throughout this page ‘we’ and ‘us’ should be read as referring to 2020 Innovation Training Limited.
1.1 In all cases, the detailed scope of our services will be agreed with you by way of engagement letter and consultancy specific confirmations. We require the engagement letter to be signed and returned and confirmation communications agreed to before we commence our services.
1.2 If there are other services that you wish us to carry out which are not listed in the confirmation terms, please let us know and we will discuss with you whether they can be included in the scope of our work. If we agree to carry out additional services for you, we will provide you with a new or amended confirmation terms.
1.3 In the case of cold audit file review services, we reserve the right to amend the scope to a hot audit file review service if a file is presented to us for cold file review before the audit report is signed and issued. In these cases, your firm will be provided with a Hot Audit File Review report. If a Cold Audit File Review report is required for regulatory or other reasons, please talk to us about postponing the booked consultancy, before presenting an incomplete audit file to us. Any postponement is subject to the terms at Section 18 below.
1.4 A person who is not party to the engagement letter shall not have any rights to enforce its terms.
1.5 Ways in which you can help us to give you the best service are set out in the General tab.
2.1 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. Advice is valid as at the date it was given.
2.2 We may refer you to selected third parties for technical advice including on, but limited to audit, financial reporting and taxation matters. Any subsequent consulting or advice is under terms agreed between you and the third party. We are not party to that agreement and cannot be held liable for advice given, or not given, as the case may be.
3.1 Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.
3.2 You agree that, if we act for other clients who are or who become your competitors, it will be sufficient for us to take the steps that we consider to be appropriate in order to preserve the confidentiality of information given to us by you. These steps will be the same or similar as we take in preserving the confidentiality of our own information.
3.3 In addition, if we act for other clients whose interests are or may be conflicting 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. You agree that the effective implementation of such steps or safeguards will provide adequate measures to avoid any real risk of confidentiality being impaired.
3.4 We may, on occasions, subcontract work on your affairs to other skilled consultants and entities. All such work would continue to be ultimately provided by us and subject to our normal quality control procedures. Your data will not be transferred out of our systems. The subcontractors will be bound by our client confidentiality terms.
3.5 We reserve the right to list names of our clients for promotional purposes.
3.6 Where we make use of external or cloud-based systems, we will ensure confidentiality of your information is maintained.
3.7 This applies in addition to our obligations on data protection as set out in the General tab.
4.1 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.
4.2 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. During and after our engagement, you agree that we reserve the right to act for other clients whose interests 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 section on confidentiality above.
5.1 You have a legal responsibility to retain documents and records relevant to your affairs. During the course of our work we may collect information from you and others relevant to our assignment. We will return any original documents to you following the completion of our assignment.
5.2 Where we have been given access to your working papers for the purposes of a remote review, this access should be removed by you once the final consultancy report has been issued. If we have direct access to original client files, we will securely delete them from our servers within three months of the review date.
5.3 Where we undertake a postal review, we will confirm all postal arrangements with you in writing and ask you to confirm your acceptance to them. We will use full tracking options but cannot bear the risk of loss of file in transit. We will ask you to arrange the initial delivery of files to us and will supply you with written confirmation of the destination address and date on which the package should arrive. The destination address will be our business address or the home address of one of our consultants. We will agree a return date with you and arrange the return delivery of the package to your business or other agreed address. All postal expenses incurred by us will be added to the consultancy invoice.
5.4 Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.
6.1 As we undertake activities to meet the scope of the agreed consultancy and review service, advice and reports may, from time-to-time, be given or issued in draft. These will always be followed with final reports, which will always prevail over earlier written or oral statements.
6.2 Consultancy reports will usually be made available by us within 10 working days of completion of our agreed assignment. Unless otherwise agreed, the consultancy reports will be made available by way of secure download.
6.3 Consultancy reports issued by us are prepared solely for the confidential use your firm. The scope of the consultancy will only be as set out in that report.
6.4 Without written permission to the contrary, our reports must not, in whole or in part, be disclosed to parties outside of the firm to which they are addressed. We acknowledge that your firm may be required by law to disclose our report to your regulator.
6.5 We do not assume or accept any responsibility or liability in respect of the use of any report by a third party.
7.1 Our file reviewers and consultants are highly experienced professionals. Where less experienced reviewers or consultants are taken on by us, they go through intensive training and a period of shadowing, with all of their work subject to review by a colleague for a reasonable period of time.
7.2 We ask you to share any feedback you receive from regulators about files that we have reviewed, as part of this internal training and commitment to quality control.
7.3 On an ongoing basis, our file review and consultancy reports are routinely peer reviewed by technical consultants other than those who undertook the consultancy work. This is done on both a random sample basis and in response to cases where we perceive there to be heightened risk.
7.4 Our full Supplier Quality Statement can be viewed here.
8.1 We will provide services with reasonable care and skill. It must however be recognised that the scope of work is limited and should not be relied upon to identify all weaknesses or areas of risk within your firm.
8.2 Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities if you or others supply incorrect or incomplete information, or fail to supply any appropriate information or if you fail to act on our advice or respond promptly to communications from us, HMRC or a regulator.
8.3 You will not hold our directors and staff responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.
8.4 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.
8.5 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Tokio Marine HCC, of 1 Aldgate, London, EC3N 1RE. The territorial coverage is worldwide, excluding professional business carried out from an office in the United States of America or Canada, and excludes any action for a claim brought in any court in the United States or Canada.
9.1 Our fees for file review and consultancy 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 we provide, as well as the level of risk.
9.2 If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that will be the case.
9.3 We may quote a fixed fee or an indicative range of fees for the provision of specific services. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events, including inflation and staff costs. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
9.4 We may also need to charge additional fees if the scope of our work extends beyond that initially agreed with you. Such additional work will be charged on an hourly rate basis and, in all cases, agreed with you in advance.
9.5 We will agree invoice terms with you in our engagement letter. These terms may be that we invoice in advance of services provided and/or on completion of the agreed services. In all cases, our invoices will be due for payment within 30 days of issue, unless a direct debit schedule is agreed to. 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.
9.6 Unless otherwise agreed to the contrary, our fees do not include the costs of any third party, counsel or other professional fees. If these costs are incurred to fulfil our engagement, such necessary additional charges may be payable by you.
9.7 We reserve the right to charge interest on late paid invoices at the rate of 8% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if it is fair and reasonable to do so.
9.8 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.
9.9 If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client, and we shall be entitled to enforce any sums due against the group company or individual nominated to act for you.
10.1 Please refer to our data protection policies within the General tab.
10.2 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.
11.1 As a provider of accountancy services, 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.
11.2 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 than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.
12.1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out the file review or consultancy, except where the law specifically states otherwise.
12.2 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.
13.1 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.
14.1 If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. If we have no contact with you for a period of 12 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.
15.1 Please refer to our electronic and other communication policies within the General tab.
16.1 If we become aware of a dispute between the parties who own the business or who are in some way involved in its ownership and management, it should be noted that our client is the firm 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 directors or partners. If conflicting advice, information or instructions are received from different directors or partners in the firm, we will refer the matter back to the board of directors or the partnership and take no further action until the board or partnership has agreed the action to be taken.
17.1 Unless otherwise agreed in our engagement letter, our file review and consultancy work will begin when we receive implicit or explicit acceptance of that letter.
17.2 Each of us may terminate our agreement by giving not less than 30 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, HMRC or a professional body 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 before termination.
17.3 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.
17.4 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 will not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
18.1 Without terminating our engagement terms, either party may cancel or postpone a confirmed consultancy visit in the following circumstances:-
– By us – We will only cancel or postpone confirmed consultancy appointments in exceptional circumstances (e.g. consultant sickness) and will endeavour to give as much notice as possible, albeit the nature of the circumstances may prevent this. In these circumstances you may either cancel the consultancy without charge or work with us to re-arrange for next best available date.
– By you – You may cancel or postpone a confirmed consultancy appointment by giving more than 30 days’ notice. If less than 30 days’ notice is given, we reserve the right to charge a cancellation fee equal to 50% of the agreed fee, if the consultancy time cannot otherwise be re-allocated to another client.
– By you – Where the consultancy engagement is incorporated in your 20:20 Innovation membership (i.e. by way of an annual invoice in advance), you may cancel or postpone a confirmed consultancy appointment by giving more than 30 days’ notice. If less than 30 days’ notice is given, we reserve the right to charge a cancellation fee of £500+VAT, if the consultancy time cannot otherwise be re-allocated to another client.
19.1 These terms and conditions, along with our engagement letters are governed by, and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning file reviews and consultancy. 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.
19.2 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.
19.3 The terms implied by section 3 to 5 of the Supply of Goods and Services Act 1982 are, the fullest extent permitted by law, excluded from agreements we make with you.
20.1 If any provision of our engagement letter or terms and conditions 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.