Terms of business
The following standard terms of business apply to all engagements accepted by Black Acre Rural Limited. All work carried out is subject to these terms of business except to the extent that any changes are expressly agreed in writing in the terms of engagement letter.
Black Acre Rural Limited is a limited company registered in England & Wales. Companies House number 16200185. The registered office is Windcliffe, Alvanley Road, Helsby, WA6 9PS.
Black Acre Rural is defined as the English body corporate (being either Black Acre Rural Limited) which is a party to the engagement letter and delivering services to you. Any references in these terms of business to ‘Black Acre Rural’, ‘we’, ‘us’, ‘our’, ‘our directors’ shall be construed accordingly. Any references in these terms of business to ‘you’ or ‘your’ shall refer to each and every party to the terms of engagement (other than us).
1. Applicable law
1.1. Our engagement with you shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement letter and terms of business and any matter arising from or under them. 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.
1.2. 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 which exists or is available otherwise than pursuant to that Act.
1.3 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.
2. Interpretation
2.1 If any provision of our engagement letter or terms of business 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.
3. Fees
3.1. Our fees are based not only on the time spent on your affairs by us and the level of skill and responsibility of the Directors and staff involved, but also on the level of risk involved and the importance and value of the services and advice we provide to you during the course of our work.
3.2. If it is necessary to carry out work outside the scope and responsibilities outlined in our terms of engagement, this will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage and on a timely basis.
3.3. Our fees will also include any disbursements and out of pocket expenses necessarily incurred in the course of carrying out the work outlined in our terms of engagement. Our fees, including any disbursements and out of pocket expenses, are exclusive of any applicable Value Added Tax (‘VAT’).
3.4. Unless otherwise agreed, our fees do not include the costs of any third party, counsel or other professional fees necessarily incurred in the course of carrying out the work outlined in our terms of engagement.
3.5. Unless otherwise agreed, our fees will be charged separately for each of the main areas of work outlined in our terms of engagement, and will be billed at appropriate intervals during the course of the year as the work is undertaken.
3.6. Our fees will be due for payment within 14 days of the date of issue of the invoice. We reserve the right to charge interest on late paid invoices at the rate at 1.5% per month and the interest will be calculated from the date of the invoice.
3.7. In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by H M Revenue & Customs. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us, you will need to advise us of any such insurance cover that you have. You will remain liable for the payment of our fees regardless of whether all or part of these is liable to be paid by your insurers.
3.8. If you are 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 you and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.
3.9. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any of our fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
3.10 Insofar as we are permitted to so by law or by professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
3.11 If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 14 days of receipt, failing which, you will be deemed to have accepted that payment is due.
4. Quality of service
4.1. We aim to provide you with a fully satisfactory service and your engagement director will seek to ensure that this is so. If at any point you would like to discuss with us how our services could be improved, or if you are dissatisfied, please let us know by contacting Robert Black. We will carefully consider any complaint you may make about our service as soon as we receive it and do all we can to explain the position to you. We will acknowledge your letter within five business days of its receipt and endeavour to deal with your complaint within eight weeks.
4.2 When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit: www.gov.uk/government/publications/your-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.
4.3 If you are dissatisfied in any way with our services as outlined in our terms of engagement, you should follow the procedures set out above.
4.4 We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Chartered Certified Accountants (ACCA) and will accept instructions to act for you on this basis. You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted, in order that we may assist you to make a voluntary disclosure. In particular, you give us the authority to correct errors made by HMRC where we become aware of them. In addition, we will not undertake tax planning that breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements at our offices. The requirements are also available online at bit.ly/ACCA-rules-standards. The implications of professional body membership as it relates to GDPR are set out in the privacy notice, which should be read alongside these standard terms and conditions of business.
5. Liability
5.1. All communications sent to you in connection with the performance of our services, whether signed by a director, consultant or employee, shall for all purposes be assumed to be sent on behalf of Black Acre Rural Limited.
5.2. Any liability arising out of or related to the services provided by us to you shall be a liability of Black Acre Rural Limited. Accordingly, you agree by engaging us that you will not bring any claim or take any action personally against any of our directors, consultants or employees in connection with the services provided by Black Acre Rural Limited to you. This restriction does not limit or exclude the liability of Black Acre Rural Limited. Any reference in any document of Black Acre Rural Limited, or any verbal reference, to a director is a reference to a director of Black Acre Rural Limited.
5.3 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.
5.4. The advice which we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work.
5.5. If you receive advice from a third party, Black Acre Rural Limited will not be responsible for advising you on the potential implications of having undertaken any arrangements following that advice. Accordingly, any liability arising out of or related to the services provided by third parties to you shall not be a liability of Black Acre Rural Limited.
5.6. We will provide the professional services outlined in this letter with reasonable care and skill. However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or from the failure by you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us, the tax authorities or other authorities.
5.7. The firm’s professional indemnity insurer is AXA XL.
6. Retention of records
6.1. 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 work outlined in our terms of engagement.
6.2. Whilst certain documents may legally belong to you, unless you tell us to the contrary, we intend to destroy correspondence and other papers which are more than seven years old unless we think they may be of continuing significance. If you require retention of any document you must indicate that fact to us.
7. Investment advice – exempt regulated activities
7.1. Although we are not authorised by the Financial Conduct Authority to conduct Investment Business, we are able to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.
7.2. Such assistance may include the following:
• advising you on investments generally, but not recommending a particular investment or type of investment;
• referring you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA) and assisting you and the permitted third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations). The PTP will issue you with its own terms and conditions letter, will be remunerated separately for its services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive fees from such an introduction, in which case you will be fully informed of the expected size and nature of such fees at the time of the introduction;
• advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;
• advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange; managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person;
7.3. We may also, on the understanding that the shares or other securities of the company are not publicly traded:
• advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
• arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;
• arrange for the issue of new shares; and
• act as the addressee to receive confirmation of offer documents etc.
7.4. If you are dissatisfied in any way with our services described in this section, you should follow the procedures set out in the “Quality of service” section below.
8. Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards
8.1. Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA. In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.
9. Provision of cloud-based services
9.1. Where the firm provides accounting software in the Cloud, this will be provided by a third party (the ‘Cloud Supplier’).
9.2. The service provided by the Cloud Supplier will be a discrete web based hosted facility, and you agree that access will also be provided to the firm and the third party.
9.3. The firm cannot be held liable for any interruption of service provided by the Cloud Supplier. However, we will liaise with them to help ensure that normal service is resumed as soon as possible.
10. The Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017
10.1. In common with all other professional services firms, we are required by the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2017 (together, the ‘Anti-Money Laundering Legislation’) to:
• have due diligence procedures for the identification of all clients;
• maintain appropriate records of evidence to support customer due diligence; and
• report in accordance with the relevant legislation and regulations.
10.2. We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency (NCA) if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
10.3. The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit.
10.4. This definition is very wide and would include such crimes as deliberate tax evasion, deliberate failure to inform the tax authorities of known underpayments or excessive repayments, fraudulent claiming of benefits or grants, or obtaining a contract through bribery. Clearly these examples are by no means exhaustive.
10.5. We are obliged by law to report any instances of money laundering to NCA without your knowledge or consent. In consequence, neither the firms’ principals nor staff may enter into any correspondence or discussions with you regarding such matters.
10.6. We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by the Consultative Committee of Accountancy Bodies.
10.7 If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations including if you accept or make a high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods you should inform us.
10.8. We may use electronic checks as part of our identification procedures. We confirm that these electronic checks are not credit checks.
10.9 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.
11. Requirements of the Data Protection Act (DPA) 2018 and the General Data Protection Regulation (GDPR)
11.1. To enable us to discharge the services agreed in this engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you, your business, company, directorship, its shareholders, members, officers and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.
11.2. Where you are an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.
11.3. Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.
11.4. Our privacy notice explains how we process personal data in respect of the various services that we provide.
12. Electronic communication
12.1. Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. Where appropriate, we will accept your written response by electronic means as legally binding (such as the approval of a tax return for submission to HM Revenue & Customs).
12.2. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection, data corruption, unauthorised amendment, tampering and interception by third parties. It is the responsibility of the recipient to carry out a virus check on any attachments received. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. Nevertheless, electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted, tampered with 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 relating to you. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know and we will communicate by paper mail, other than when electronic submission is mandatory.
12.3 If you intend to reply on the information contained in an email, you should verify the contents of the email with the author.
12.4 Any communication by us with you sent through the postal system is deemed to arrive at your postal address two working days after the day the document was sent.
13. Confidentiality
13.1 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 during and after this engagement, 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.
13.2 You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
13.3 In addition, if we act for other clients whose interests are or may be adverse 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. However we may be required to refer you to another provider.
13.4 You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
13.5 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
13.6 If we use external or cloud based systems, we will ensure confidentiality of your information is maintained.
13.7 This applies in addition to our obligations on data protection in the section above.
13.8 we reserve the right, for the purpose of promotional activity, training or for the other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.
14. Internal disputes within a client
14.1 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 business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the normal place of business for the attention of the directors/partners/trustees. If conflicting advice, information or instructions are received from different directors/partners/trustees in the business, we will refer the matter back to the board of directors, the partnership and take no further action until the board, partnership has agreed the action to be taken.
15. Conflicts of interest
15.1. 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.
15.2 if there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards protect your interests, we will adopt those safeguards. In resolving the conflict we would be guided by ACCA's code of ethics. During and after an 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 paragraph on confidentiality above.
16. Disengagement
16.1 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.
17.Intellectual property rights and use of our name
17.1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.
17.2 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.
18. Client identification
18.1 As with other professional services firms, 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 with your identity, we will not be able to proceed with the engagement.
19. Commissions or other benefits
19.1 in some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. If this happens, we will notify you in writing but the amount and terms of payment and receipt of any such commissions or benefit. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.
20. Period of engagement and termination
20.1 unless otherwise agreed in our engagement letter, our work will begin with when we receive implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.
20.1 Each of us may terminate our agreement by giving us not less than 21 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 or HMRC with misleading information, in which case we may terminate this agreement immediately. Termination be without prejudice to any rights that may have accrued to either of us before termination.
20.3 W reserve the right to terminate the engagement between us with immediate effect in the event of: your insolvency, bankruptcy or other arrangements 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 date; or either party being in breach of their obligations if this is not corrected within 30 days of being asked to do so.
20.4 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.
21. Reliant on advice
21.1 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 open brackets (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 be confirmed by us in writing.
22. Timing of our services
22.1 If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.
Updated: 12 March 2025