Applicable from Friday 24 January 2025
The following standard terms of business apply to all engagements accepted by Duncan & Toplis Audit Limited or Duncan & Toplis Limited.
If you require previous versions of our standard term of business, please contact your Duncan & Toplis representative.
The following standard terms of business apply to all engagements accepted by Duncan & Toplis Audit Limited.
All work carried out is subject to these terms except where changes are expressly agreed in writing.
Commissions or other 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.
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 firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the ICAEW.
You have a legal responsibility to retain documents and records relevant to your financial affairs. 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 preparation and audit (where applicable) of your financial statements and returns. You should retain these records for at least seven years from the end of the accounting year to which they relate. You should retain them for longer if HM Revenue and Customs enquire into your tax return.
Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than twelve years old, other than documents which we consider to be of continuing significance. Tax rules impose a requirement on taxpayers to retain records needed to enable a correct tax return to be made for a specified period. Where you disengage from our services we intend to destroy correspondence and other papers that we store after expiry of the statutory period of retention as imposed by tax rules. If you require retention of any document, you must notify us of that fact in writing.
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 reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to clause 7 above. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you 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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
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 paragraph on confidentiality above.
As part of our ongoing commitment to providing a high-quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and employees.
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. 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 business 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. We will never change our bank details without confirming this to you by posted letter. Any emailed or telephoned communications appearing to be from us which are not confirmed by post are fake and we accept no liability for any loss caused to you through accepting such communications as genuine. Similarly, always give us by hand or by post (as well as by email) details of your bank account.
In this clause, the following definitions shall apply:
We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
You shall only disclose client personal data to us where:
Should you require any further details regarding our treatment of personal data, please contact our data protection officer dpo@duncantoplis.co.uk.
We shall only process the client personal data:
For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to members of our firm’s network, our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.
We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.
In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
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.
Clients employee data for the purposes of providing a payroll service
In order to provide a modern and comprehensive payroll service, Duncan & Toplis collects, uses and discloses third party personal data (employees of clients) only for the purposes of providing the client with services and in improving its processes, or as required by law.
Duncan & Toplis collects, uses and discloses data (which can include personal data) for the following purposes:
Type of data
The following types/categories of personal data may be collected, processed and/or used:
If any provision of our engagement letter or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in any way. 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.
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 (unless we have agreed otherwise) 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 registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals 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. In certain cases, we reserve the right to cease acting for the business/client entirely.
If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Where the firm provides accounting software in the Cloud, this will be supplied by a third party (the ‘Cloud Supplier’). We have satisfied ourselves that the software providers we use have robust security and are aware of their obligations to ensure compliance with the relevant clauses in the firm’s standard terms of business above (i.e. Our fees (5), Confidentiality (7), Internet Communication (13), Relevant Data Protection Legislation and General limitation of liability (19)).
The office Director opens all mail, regardless who it is addressed to.
The original letter may then be passed to the manager to action or forward to the client (physically or on email) at their discretion.
We are regulated by the Institute of Chartered Accountants in England and Wales to provide certain credit related services where these are complimentary to or arise out of the professional services we are providing to you. Such services may include a payment of fees by instalments. If during the provision of professional services to you, you need advice beyond what we are permitted to do, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not.
Duncan & Toplis has a duty of care to all team members, clients and third parties and will take any reports of harassment very seriously. You can learn more about our Harassment Policy (Third party) here.
Duncan & Toplis Audit Limited is part of the Kinbrook Group Limited network (the Group). By signing and returning this engagement letter, you agree to our sharing information about you (including, without limitation, confidential information) with members of the Group if they are also engaged by you. This will enable us and the Group to offer and provide co-ordinated services to you. However, you are, of course, under no obligation to purchase other services from the Group.
The following standard terms of business apply to all engagements accepted by Duncan & Toplis Limited.
All work carried out is subject to these terms except where changes are expressly agreed in writing.
Financial Promotions
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. We may therefore contact you in such circumstances but would only do so in our normal office hours. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.
Commissions or other 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.
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 firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the ICAEW.
You have a legal responsibility to retain documents and records relevant to your financial affairs. 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 preparation of your financial statements and returns. You should retain these records for at least seven years from the end of the accounting year to which they relate. You should retain them for longer if HM Revenue & Customs enquire into your tax return.
Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than twelve years old, other than documents which we consider to be of continuing significance. Tax rules impose a requirement on taxpayers to retain records needed to enable a correct tax return to be made for a specified period. Where you disengage from our services we intend to destroy correspondence and other papers that we store after expiry of the statutory period of retention as imposed by tax rules. If you require retention of any document, you must notify us of that fact in writing.
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 reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to clause 7 above. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you 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. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
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 paragraph on confidentiality above.
As part of our ongoing commitment to providing a high-quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and employees.
Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. 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 business 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. We will never change our bank details without confirming this to you by posted letter. Any emailed or telephoned communications appearing to be from us which are not confirmed by post are fake and we accept no liability for any loss caused to you through accepting such communications as genuine. Similarly, always give us by hand or by post (as well as by email) details of your bank account.
In this clause, the following definitions shall apply:
We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.
You shall only disclose client personal data to us where:
Should you require any further details regarding our treatment of personal data, please contact our data protection officer dpo@duncantoplis.co.uk.
We shall only process the client personal data:
For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to members of our firm’s network, our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.
We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.
In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:
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.
Clients employee data for the purposes of providing a payroll service
In order to provide a modern and comprehensive payroll service, Duncan & Toplis collects, uses and discloses third party personal data (employees of clients) only for the purposes of providing the client with services and in improving its processes, or as required by law.
Duncan & Toplis collects, uses and discloses data (which can include personal data) for the following purposes:
Type of data
The following types/categories of personal data may be collected, processed and/or used:
If any provision of our engagement letter or terms of business is held to be void for whatever reason, then that provision will be deemed not to form part of this contract, and no other provisions will be affected or impaired in any way. 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.
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 (unless we have agreed otherwise) 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 registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals 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. In certain cases, we reserve the right to cease acting for the business/client entirely.
If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Where the firm provides accounting software in the Cloud, this will be supplied by a third party (the ‘Cloud Supplier’). We have satisfied ourselves that the software providers we use have robust security and are aware of their obligations to ensure compliance with the relevant clauses in the firm’s standard terms of business above (i.e. Our fees (5), Confidentiality (7), Internet Communication (13), Relevant Data Protection Legislation and General limitation of liability (19)).
The office Director opens all mail, regardless who it is addressed to.
The original letter may then be passed to the manager to action or forward to the client (physically or on email) at their discretion.
Duncan & Toplis has a duty of care to all team members, clients and third parties and will take any reports of harassment very seriously. You can learn more about our Harassment Policy (Third party) here.
Duncan & Toplis Limited is part of the Kinbrook Group Limited network (the Group). By signing and returning this engagement letter, you agree to our sharing information about you (including, without limitation, confidential information) with members of the Group if they are also engaged by you. This will enable us and the Group to offer and provide co-ordinated services to you. However, you are, of course, under no obligation to purchase other services from the Group.