Standard Terms of Business
The following standard terms of business apply to all engagements accepted by Sutton McGrath Hartley Ltd, Sutton McGrath Hartley (Chesterfield) LLP, Sutton McGrath Hartley (Rotherham) Ltd, Sutton McGrath Hartley Financial Services LLP and Sutton McGrath Hartley Wills & Probate Ltd. All work carried out is subject to these terms except where changes are expressly agreed in writing.
Abbreviations & definitions
Sutton McGrath Hartley Ltd is hereinafter referred to as SMH.
Sutton McGrath Hartley (Chesterfield) LLP is hereinafter referred to SMH(C)
Sutton McGrath Hartley (Rotherham) Ltd is hereinafter referred to as SMH(R)
Sutton McGrath Hartley Financial Services LLP is hereinafter referred to as SMHFS
Sutton McGrath Hartley Wills & Probate Ltd is hereinafter referred to as SMHW&P
SMH, SMH(C), SMH(R), SMHFS and/or SMHW&P are also referred to hereinafter as 'the Company', 'we' or 'us'.
Provision of Services Regulations 2009
SMH, SMH(R) and SMHW&P operate as limited companies, SMH(C) and SMHFS as Limited Liability Partnerships. The company numbers are:
SMH: Chartered Accountants, Chartered Tax Advisers, & Registered Auditors
SMH(C): Chartered Accountants, Chartered Tax Advisers, & Registered Auditors
SMH(R): Chartered Accountants, Chartered Tax Advisers, & Registered Auditors
SMHFS: Independent Financial Planners
SMHW&P: Trust & Estate Practitioners
Registered office and postal address for all companies:
5 Westbrook Court, Sharrow Vale Road, Sheffield S11 8YZ
Sheffield office 0114 2664432
Chesterfield office 01246 277266
Rotherham office 01709 872106
Sheffield office 0114 2631005
Chesterfield office 01246 687151
Regulatory bodies and public registrations:
SMH is regulated by and registered to carry out audit work in the UK by the Institute of Chartered Accountants in England and Wales.
Details of SMH's audit registration can be viewed at www.auditregister.org.uk, registration number C008618677.
SMH(C) is regulated by the Institute of Chartered Accountants in England and Wales.
SMH(R) is regulated by the Institute of Chartered Accountants in England & Wales.
SMHW&P is regulated by and licenced to carry out wills and probate work by the Institute of Chartered Accountants in England and Wales under licence number C003760595
SMHFS is regulated by the Financial Conduct Authority. Our standard terms of business can be viewed here.
Details on company registrations at Companies House can be viewed at www.companieshouse.gov.uk.
VAT registration numbers:
SMH: 658 1447 16
SMH(C): 185 4261 94
SMH(R): 244 4996 73
SMHW&P: 129 5919 78
General terms and conditions:
A letter of engagement detailing our terms and conditions will be provided at the commencement of any engagement to which they apply.
Unless otherwise agreed, English law, with the English Courts having exclusive jurisdiction in relation to any claim, dispute or difference concerning the service and any matter arising from it.
Complaints can be made by contacting the Managing Director, David Sutton at 5 Westbrook Court, Sharrow Vale Road, Sheffield S11 8YZ. In the event of you not being satisfied by our response, you may also bring the matter to the attention of the Institute of Chartered Accountants in England and Wales.
Details of any other dispute resolution procedure applicable to an engagement will be contained in the relevant letter of engagement.
Please also see below re 'Helping us to give you the Right Service'.
Professional Indemnity Insurance:
We maintain professional indemnity insurance, the limit of which is £2 million any one claim (Policy Number RTT262079/17777). Our insurer is Mapledown Underwriting LLP on behalf of Royal & Sun Alliance plc. The insurer's Registered Office is St Mark’s Court, Chart Way, Horsham, West Sussex, RH12 1XL. The territorial coverage of our insurance is worldwide, excluding North America.
Insurance and Limitation of Liability
MOST IMPORTANT - PLEASE READ CAREFULLY
Despite our best efforts, we may make a mistake, by which we mean any breach of our duty to you. If we do, and are liable to compensate you, you agree that our liability is limited as set out below.
It is the Company which is liable, not an individual director, shareholder or member of our staff. You agree to make no claim against an individual except for fraud.
Our maximum liability for any loss or damage (except for fraud) is an overall limit of £250,000 ("the overall limit") including interest, costs and expenses unless a different amount is agreed with you in writing. Nothing in these Terms limits any liability that we may have to you in respect of loss caused by our fraud or fraudulent misrepresentation or in any other circumstances in which the law prohibits us from excluding or limiting our liability to you including in respect of death or personal injury caused by negligence.
Our standard limit on liability takes account of our usual fee rates and accordingly we reserve the right to increase our fees in the event that you require a higher limit on our liability.
This overall limit applies whether the mistake affects one piece of work or a series of related pieces of work so long as it is the same or a similar mistake;
For the purpose of the overall limit, more than one mistake on a matter or transaction is considered as one mistake;
The overall limit includes indirect or consequential loss or loss of whatever description. Otherwise, we have no liability for any such indirect or consequential loss.
We are not liable to the extent that our mistake results from something you do or fail to do (such as giving us wrong information, or not giving us information at the time we ask for it);
If others are also responsible for your loss, our liability is limited to our fair share, (which will not exceed the overall limit) whether or not you are able to recover the rest from the others;
We are not liable for acts or omissions of agents appointed by us in good faith.
Nothing in these terms shall restrict or limit your general obligation at law to take reasonable steps to reduce a loss which you may incur as a result of any mistake we make.
For the purpose of the Contracts (Rights of Third Parties) Act 1999, no term of this agreement with you is enforceable by a third party, except that the Company may enforce the limitations and exclusions in this section.
We exclude all liability in contract and negligence for any loss or damage which you may suffer as a result of our compliance with any statutory or regulatory requirements
We will observe the bye-laws, regulations and code of ethics of The Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines. Copies of these requirements are available for inspection in our offices and are also available on the internet at:
Where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to this engagement. We may on occasions, subcontract work on your affairs to other tax, legal or accounting professionals. The subcontractors will be bound by our client confidentiality terms. In order to provide our comprehensive range of services we may disclose relevant data about you to other members of the Company.
We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you. If you are aware of any reason why we should not act for you please tell us.
If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by our code of ethics which can be viewed on the internet at the address above.
Audit work is undertaken in accordance with the Audit Regulations and Guidance which can be found at:
Additionally members of the Company undertaking regulated audit work comply with the APB Ethical Standards which can be found at:
Money Laundering / Proceeds of Crime Act 2002
In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:
Maintain customer due diligence procedures for all clients;
Maintain records of identification evidence;
Report, in accordance with the relevant legislation and regulations;
When it is appropriate we will use an electronic verification process to confirm your identity.
Further detail regarding our obligations in this regard can be found at
Unless we agree a fixed fee or other arrangement our fees are computed on the basis of time spent on your affairs by our directors and employees, and on the levels of skill and responsibility involved.
Our current hourly rates are as follows:
Director, Chartered Accountant, Certified Accountant, STEP member, Chartered Legal Executive, Solicitor: £85 -£300 + VAT per hour
Other professional support staff: £55 - £150 + VAT per hour
Administrative support staff: £50- £70 + VAT per hour
Invoices (including value added tax where applicable) for such fees will be issued at appropriate intervals during the course of the year and are due for settlement within 30 days. Where full settlement is not made within 30 days of the invoice date, we reserve the right to charge you interest on the outstanding balances at 8% over the base rate of the Bank of England (as varied from time to time) or at the rate for the time being applicable under The Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2002, whichever is the higher.
When you and another are together our clients, you are each liable to pay the full amount of our invoices, regardless of any arrangement you may have with that other person. If a client company, trust or other entity is unable or unwilling to settle our fees the company's directors, parent company or individuals giving us directions on behalf of the client are jointly and severally liable for the payment of our fees.
Where payment of invoices are made by credit card we reserve the right to make an additional charge, based on the value of the transaction, which will be added to the credit card payment.
Payment of our fees should only be made to the bank account detailed on our fee notes and statements.
Rights to cancel
If we have not met with you, the consumer Protection (Distance Selling) Regulations 2000 will apply to your matter. This means that you have the right to cancel your instructions with us within 7 working days of receiving these terms and conditions. You can cancel your instructions by contacting us by post, fax or email.
In the event there is urgent work to be done in your matter it will be undertaken immediately in accordance with your instructions. You will still have 7 working days within which to cancel your instructions if you wish, however any work which has been undertaken up to that point, will be charged.
We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the Company's funds. The account will be operated, and all funds dealt with, in accordance with the Clients' Money Regulations issued by the Institute of Chartered Accountants in England and Wales.
In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £10000.
The rates of interest you will receive are:
0.10% on a range £1 to £999,000
0.20% on £1,000,000 upwards
Subject to any tax legislation, interest will be paid gross.
We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a business cease to practice then we may pay those monies to a registered charity.
To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment and we would wish to inform you of this. Any member of the Company may therefore contact you in such circumstances, but would do so only between 8.00am and 7.00pm on weekdays. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.
Commissions or Other Benefits
In addition to commissions in respect of Investment Business Services other commissions and benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts.
Data Protection Act 1998
We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this letter of engagement, and for other related purposes including marketing by other members of the Company, updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention, and legal and regulatory compliance. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998.
Document Retention Policy
During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the completion of the relevant services, if requested. You are responsible for retaining these records as appropriate.
We intend to routinely destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance.
Documents that legally belong to you, such as Wills and Powers of Attorney are retained indefinitely to your order.
If you require retention or return of any document you must notify us of that fact in writing. We may hold records with external storage facilities and in an electronic form if appropriate.
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your affairs are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication. It is the responsibility of the recipient to carry out a virus check on any attachments received, and we recommend that you adopt virus checking procedures to ensure that your own system is fully protected.
As part of our ongoing commitment to providing a quality service, our files are periodically subject to independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our partners and employees.
Helping us to give you the Right Service
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 your contact partner know or write to David Sutton at 5 Westbrook Court, Sharrow Vale Road, Sheffield S11 8YZ. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with the Institute of Chartered Accountants in England and Wales.
Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
2. DATA PROTECTION
2.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This addendum in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
2.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Provider is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
2.3 Schedule A sets out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
2.4 Without prejudice to the generality of clause 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider for the duration and purposes of this agreement.
2.5 Without prejudice to the generality of clause 1.1, the Provider shall, in relation to any Personal Data processed in connection with the performance by the Provider of its obligations under this agreement:
(a) process that Personal Data only on the written instructions of the Customer unless the Provider is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Provider to process Personal Data (Applicable Laws). Where the Provider is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Provider shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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 (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Provider has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Provider complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer's cost, 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, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Customer or the Customer's designated auditor.
2.6 The Customer does not consent to the Provider appointing any third party processor of Personal Data under this agreement..
2.7 Either party may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
Once it has been agreed, our letter of engagement for services will remain effective until it is replaced, amended or terminated in writing. If at any time you have any questions on the contents of that letter, please contact us immediately.
Cancellation rights under The Consumer Protection (Distance Selling) Regulations 2000 will end as soon as we commence work in respect of the services contracted for.
Our letters of engagement are governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the letter of engagement and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient or inappropriate forum, or to claim that those Courts do not have jurisdiction.
Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.
The advice that we give to you is for your sole use, is confidential to you and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services work that is made available to them.