Terms and conditions of usage

If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which govern Howard Hackney LLP’s relationship with you in relation to this website.

The term “Howard Hackney LLP” or “us” or “we” refers to the owner of the website whose registered office is Firscroft, Firs Lane, Appleton, Cheshire, WA4 5LD. Our LLP registration number is OC339645 registered in England and Wales. The term “you” refers to the user or viewer of our website.The term “partner” denotes a member of the LLP and no contractual liability or duty of care is accepted by members personally.

The use of this website is subject to the following terms of use:

The content of the pages of this website is for your general information and use only. It is subject to change without notice.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

This website contains images copyrighted to third parties, in particular users of sxc.hu. The respective authors retain ownership of these images and any use of these images is subject to their express permission. Howard Hackney LLP cannot and will not represent to provide permission for the re-use of these images.

All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.

Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.

From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.

Standard Terms and Conditions
of Engagement and regulatory matters

Standard Terms and Conditions of Engagement and regulatory matters

1            Limited liability partnership

1.1         Howard Hackney LLP (The Firm) is constituted as a limited liability partnership in accordance with the Limited Liability Partnerships Act 2000 (with registered number OC339645 and with its registered office at Firscroft, Firs Lane, Appleton, Cheshire WA4 5LD). Where reference is made in these Terms of Business, any correspondence or in the context of providing services to a “partner” of Howard Hackney LLP, the term “partner” indicates a member of Howard Hackney LLP or a senior employee of that LLP. It shall not be constructed as indicating that the members of Howard Hackney LLP are carrying on business in partnership for the purposes of the Partnership Act 1890. A list of the members of Howard Hackney LLP is available from our registered office. Our partners and employees do not owe a personal duty of care nor assume any personal responsibility.

2            Institute of Chartered Accountants, ethics and regulated activities

2.1         The Firm is a member firm of the Institute of Chartered Accountants in England and Wales (ICAEW) No C002037361.  The ICAEW is registered in the United Kingdom.

2.2         The ICAEW is a Designated Professional Body (DPB) under the terms of the Financial Services and Markets Act 2000 and has licensed the Firm to provide certain investment services where these are complementary to or arise out of the professional services we are providing to you.  Such services may include Corporate Finance activities and as a result the Firm appears on the FCA register of exempt professional firms.  The register of such firms can be viewed at www.fca.org.uk/register

2.3          If, during the provision of professional services to you, you need advice on specific investments, we will have to refer you to someone who is authorised by the Financial Conduct Authority Authority, as we are not

2.4         The firm is subject to normal ethical standards applicable to a profession but in particular the Code of Ethics applicable to members of the ICAEW which are written in English and can be found at www.icaew.com/membershandbook, section 3.

2.5         In addition to confidentiality, a key ethical requirement is the need to avoid conflicts of interest.  Conflicts can arise where we act for clients who have conflicting interests between themselves or if we provide different services to the same client.  The potential for such conflict is addressed at the time of our first appointment and then regularly thereafter and whenever an additional service is provided to a client.     In resolving any conflict we will be guided by the Code of Ethics referred to in para 2.4.  Should circumstances arise whereby a conflict of interest cannot be managed in such a way as to protect your interests, then we will be unable to provide further services.

2.6          If, during the course of our work, you supply us with confidential information, we shall at all times ensure that such information is kept confidential, save so far as we are required by law or other regulations to disclose such information.  We shall use our best endeavours to keep such information confidential after the termination of this agreement.  Should we use subcontractors we undertake that they will be bound by our confidentiality terms with you.

3            Valued added tax

3.1         We are registered for VAT in the United Kingdom and our VAT registration number is GB  937 4066 09

4            Verification

4.1         The scope of our work is as set out in our engagement letter. We will of course exercise all reasonable and proper skill and attention necessarily required to discharge our duty of care to you within the parameters of that scope of work. However, it is not designed to investigate nor interrogate for fraud and/or dishonesty (actual or possible) and is not costed accordingly. We can of course discuss with you ways of undertaking such an investigation which will thereafter be the subject of a separate (albeit contemporaneous) engagement.

4.2         Our review of the affairs of the business will not constitute an audit in accordance with Auditing Standards and no verification work will be carried out by us. Consequently we will not express an opinion on the financial statements and management accounts which we discuss in our reports, except where required by statute or regulations.

4.3         The responsibility for forecasts and the assumptions on which they are based is solely that of the management of the business. It must be emphasised that all profit and cash flow forecasts necessarily depend on subjective judgement. They are, to a greater or lesser extent, according to the nature of the business and the period covered by the forecasts, subject to substantial inherent uncertainties. In consequence, they are not capable of being substantiated or audited in the same way as financial statements which present the results of completed accounting periods.

5            Limitation of liability

5.1         The aggregate liability of this firm, its partners, agents and employees or any of them (together referred to in this and subsequent clauses as the Firm) for the Total damage shall be limited as set out in appropriate Section of our engagement letter to which these additional terms and conditions are appended.

5.2         For the purposes of this engagement letter “the Total damage” shall mean the aggregate of all losses or damages (including interest thereon if any) and costs suffered or incurred, directly or indirectly, by the addressees of this letter (together with such other parties whom the Firm and such original addressees have agreed may have the benefit of and rely upon our work on the terms hereof) (together Addressees) under or in connection with this engagement or its subject matter (as the same may be amended or varied) and any report prepared pursuant to it, including as a result of breach of contract, breach of statutory duty, tort (including negligence), or other act or omission by the Firm but excluding any such losses, damages or costs arising from the fraud or dishonesty of the Firm or in respect of liabilities which cannot lawfully be limited or excluded.

5.3         Where there is more than one Addressee the limit of liability specified in paragraph 5.1 above will have to be allocated between Addressees. It is agreed that such allocation will be entirely a matter for the Addressees, who shall be under no obligation to inform the Firm of it, provided always that if (for whatever reason) no such allocation is agreed, no Addressee shall dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed.

Proportionality

5.4         Subject always to the aggregate limit of liability specified in paragraph 5.1 above, the liability of the Firm to the addressees in connection with any report or communication relating to this engagement and/or prepared pursuant to it shall be limited to the proportion of the Total damage which may justly and equitably be attributed to the Firm, after taking into account contributory negligence (if any) of the Addressees and any other third party found to be liable to contribute to the Total damage. The parties intend that these terms shall have the same meaning as in the Civil Liability (Contribution) Act 1978, subject to the modifications below.

5.5         For the purpose of assessing the proportion of the Total damage attributable to the Firm and the proportion of the Total damage which may be attributable to any third party, it is agreed that no account shall be taken of:

i           the third party ceasing to be liable as a result of the expiry of a period of limitation or prescription under the law of a country outside England and Wales which extinguished the right on which the claim against him was based;

ii          any limit imposed on the amount of the liability of the third party by any agreement made before the Total damage occurred; and

iii         the dissolution, death or other ceasing to exist of the third party.

 

5.6         It is agreed that, if requested by the Firm any Addressee shall join any third party as a defendant or other party to any proceedings against the Firm, provided that such joinder is not prohibited by the law or rules of procedure or is not permitted by the court in the relevant proceedings

5.7         At the request of any party, where either:

i           the court declines to apportion responsibility to a third party not before it and the third party is not or cannot be joined as a party to the court proceedings relating to the total damage; or

ii          the provisions of paragraph 5.5 above apply and the court cannot or does not disregard the matters stated in sub-paragraphs (i) and (ii) of paragraph 5.5,
the question of the extent of the responsibility of that third party and corresponding reduction in the liability of the Firm shall be referred to an Expert.

5.8         The Expert shall be appointed by agreement between the parties or, if the parties fail to agree within 30 days of the request, by the President of the Institute of Chartered Accountants in England and Wales. The Expert shall act as expert and not as an arbitrator and his decision, including any reduction in the Firm’s liability to Addressees as determined by the court, shall be final. The Addressees agree to be bound by the Expert’s determination and no Addressee shall enforce any prior judgement in their favour against the Firm until the Expert has delivered his determination. Any judgement in favour of the Addressees shall be deemed to be fully and finally satisfied when paid, after making any reduction in the Firm’s liability as determined by the Expert and the payment of any costs awarded in their favour by the Expert. Where matters arising from the same facts or circumstances are or may be referred to more than one Expert, the Addressees agree to the consolidation of these matters to be determined by the agreed Expert.

Claims

5.9         You agree not to bring any claim in respect of loss or damage suffered by you out of or in connection with the services (including but not limited to delay or non-performance of our services) against any of our partners, agents or employees. This restriction will not operate to limit or exclude the liability of Howard Hackney LLP for the acts or omissions of any partner, agents or employee. It is agreed that any partner, agent  or employee will have the right to enforce this clause pursuant to the Contracts (Rights of Third Parties ) Act 1999.Ownership of books and papers

6            Professional Indemnity insurance

6.1         In accordance with the disclosure requirements of the Services Regulations 2009, our professional indemnity insurer is Barbican syndicate 1955 at Lloyd’s under Binding Authority No: B60530104130115, PI Protect Legal Services, King’s House 42 King Street West, Manchester, M3 2NU. The territorial coverage is worldwide excluding 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 of America or Canada.

7            Ownership of books and papers

7.1         All documents in whatever form, paper, electronic or otherwise such as (for example, but without being an exhaustive list) working papers, letters (including without limitation e-mails), memoranda, file notes of meetings and telephone calls, draft computations and returns etc and copies of other original documents which we create or which we receive either as principal or in our own right or as agent for you belong to Howard Hackney LLP. For the avoidance of doubt, we do not assert such ownership rights to documents such as, for example, title documents, original invoices and other original primary accounting records, tax deduction certificates etc belonging to you, but we may retain possession of them by exercising a lien because our fees remain outstanding after becoming due for payment.

7.2         Our document retention policy is to destroy client documents, including any documents which legally belong to you, after a period of four years, unless we are of the opinion that such documents may be of continuing significance.  Should you wish us to retain any documents for a longer period, you must inform us of that fact in writing.

8            Responsibility for legal documents

8.1         For the avoidance of doubt, although you may wish us to comment on the commercial aspects of legal documents that may be drawn up by lawyers in connection with the engagement, we will not be involved in their drafting and/or preparation as we believe this is within the realm of the professional business of lawyers. Further, whilst every care will be taken in the advice we give in relation to any information contained in such documents, such advice and/or comment should not be taken as settling the documents, which will have been drafted by your lawyers. Accordingly, we cannot accept any liability or responsibility for any loss or damage suffered as a result of any defect in such documents arising from their drafting, preparation, completion or the mechanics of putting them into effect.

9            Marketing / Publicity

9.1         There may be occasions where we would like to make it known that we act or have acted for you in a particular market place . However, for the avoidance of doubt we will not provide any confidential information about your business or any particular transaction. By signing this letter you agree to this.

10         Client funds

10.1       As a matter of principle we do not and will not hold funds on behalf of clients.

11         Our service

11.1       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 services you are receiving, please let us know by contacting Howard Hackney on 01925 211270.

11.2       We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right and, if you are still not satisfied, you may of course take up matters with the Institute of Chartered Accountants in England and Wales.

11.3        In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme.

12         Governing law

12.1       This engagement shall be governed by and construed in accordance with English Law and you hereby agree with us to submit for all purposes in connection with this engagement to the exclusive jurisdiction of the English courts.

13         Contracts (Rights of Third Parties) Act 1999

13.1       Except to the extent that our partners and employees can benefit from the provision “Claims” herein, it is hereby agreed between us that the Contracts (Rights of Third Parties) Act 1999 does not apply to the terms of this engagement or any subsequent amendment to it unless expressly confirmed in writing that the said Act does apply.

14         Force Majeure clause

14.1       No party to this agreement shall be held in any way responsible for any failure to fulfil its obligations under this Agreement if such failure has been caused (directly or indirectly) by circumstances beyond the control of the defaulting party. This shall include war, riot, acts of terrorism, industrial action, accident or equipment failure (except where such accident or equipment failure has been caused by the negligence of the defaulting party, its employees, sub-licensees, subcontractors, agencies or otherwise).

15         Circular transactions and input tax at risk

15.1       For the avoidance of doubt, the work that we will undertake under this assignment is not intended to consider or identify any possible VAT liability arising from “Carousel Fraud” (where goods are repeatedly traded within a group of companies without being sold to an end user), or from the provisions of Section 77A of the VAT Act 1994 whereby businesses in a supply chain may be held jointly and severally liable for the VAT debts of any other party involved at any stage in the supply of the goods specified in that section.

16         Termination clause

16.1       In the event of non-payment of any bill rendered by us in accordance with our terms for payment, we reserve the right to unilaterally suspend or terminate our engagement/contract with you and the services provided under it. Any such suspension or termination of our engagement/contract with you will be communicated to you in writing and sent by post or facsimile transmission or e-mail.

16.2       Such Notice shall be deemed to be delivered to you two days after posting. If the Notice is sent to you by facsimile transmission or e-mail it shall be deemed delivered to you at the date and time of transmission or sending. Following any such suspension or termination our contractual or tortious duty of care to you will cease for any future actions or advice required under the engagement/contract. You will remain liable for all fees and disbursements and VAT owing together with interest calculable thereon.

16.3       Either party may terminate this engagement at any time by giving the other party prior written  notice and time costs incurred up to the date of such termination will be due and payable by the partnership.

16.4       This engagement will terminate, unless previously terminated or mutually extended by agreement, on completion of the engagement or continued in accordance with the “Other services” paragraph of the attached letter. We reserve the right at any time and without any liability or continuing obligation to you to terminate this engagement by written notice if:

i           you are in material breach of any of the terms of this engagement

ii          you fail to accept our advice on a material regulatory or professional matter concerning this engagement

iii         we are not satisfied that we can proceed with the engagement without being in default of applicable laws

16.5       The expiry or termination of this engagement will not affect the respective rights and obligations of the parties which may have already accrued to, or been incurred by, any one of us prior to such date (including in particular our rights to remuneration) nor any representations, conformations or indemnities given by you herein, which will continue in full force and effect notwithstanding such termination.

16.6       Any amendment or modification to the terms herein shall be agreed in writing and signed by both parties.

17         Data Protection Act

17.1       We confirm that we are aware of our obligations under the Data Protection Act 1998 (DPA) and we will take appropriate technical and organisational measures to comply with all our obligations under the DPA when processing Personal Data supplied by you. All terms used in this paragraph have the same meaning as in the DPA.

17.2       In the conduct of our professional services we may need to collect and use personal information about you, your partners, your company, your trustees, your clients or customers and your or their employees, agents or contractors, which we will hold as data controllers under the DPA. You confirm that you will comply with any obligations that you may have under the DPA when providing us with this personal information.

17.3       All such personal information will be held and processed strictly in accordance with the provisions of the Data Protection Act 1998 and will only be used to provide professional services agreed under this engagement letter and for related purposes (including updating client records, analysis for management purposes, statutory returns, legal and regulatory compliance). We will not, without consent, provide any such personal information to any third party except that where such transfer is a necessary part of the services provided, or we are required to do so by operation of law.

17.4       All individuals have a right under the DPA to obtain details of information held on them by the firm. If you, your partners, your company, your trustees, your clients or customers and your or their employees, agents or contractors wish to exercise this right please contact our Data Protection Officer.

17.5       We may from time to time wish to contact you to inform you of other services we offer.  If you do not wish to receive such information, please advise us by ticking this box .

18         Disputes and mediation

18.1       In the unlikely event of a dispute arising out of or relating to this Contract/Engagement it is mutually agreed that before embarking on litigation proceedings we will attempt to resolve it through negotiations between senior executives of our respective organisations, who have authority to settle the same.  If the matter is not resolved through negotiation, we shall endeavour to agree upon the nomination and appointment of an independent Mediator upon receipt of a written notice, by either of us to the other, to concur in such nomination and appointment.  Should either of us fail to concur in such nomination and appointment within 14 days, either party may apply to the Centre for Effective Dispute Resolution (CEDR at www.cedr.co.uk), for the appointment of a Mediator. Each of us will give due weight to the views of the Mediator and will hope to resolve the dispute as a result thereof but such mediation is not binding and after the mediation each of us can resort to other means of dispute resolution that will be binding and enforceable. If either of us unreasonably refuses to invoke the mediation process the other party can, on giving written notice, rescind this term.

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