Our Terms Of Engagement
The following terms of engagement apply to all work carried out by Milestone International Tax Partners LLP (“the LLP”) for clients unless agreed otherwise in writing by a Partner of the LLP. In these terms, “we”, “us” and “our” refers to the LLP, and “you” and “your” refer to our client.
Fee estimates and quotations
If we provide an estimate of our fees, a quotation or fixed or capped fee for a piece of work its effect is as follows:
- An estimate is our indication, made in good faith, of likely costs for carrying out the work concerned, based on information at the time the estimate is given. An estimate is subject to revision and does not amount to a contractual commitment on our part to carry out the work within that estimate. We will tell you promptly if it becomes apparent that our fees are likely to exceed an estimate that we have given.
- A quotation is a proposal by us to carry out specified work for a stated fee. If you accept that proposal, then it becomes a contractual commitment. If we carry out work in excess of that specified, our fees for that additional work will be charged at our current standard hourly rates.
- A fixed fee is a proposal by us to carry out specified work for a set fee. If you accept that proposal, then it becomes a contractual commitment. The fee will remain fixed unless there is an agreed material adjustment to the scope of work set out in the engagement letter.
- A capped fee is a proposal by us to carry out specified work for a capped fee. If you accept that proposal, then it becomes a contractual commitment. Our fee is capped at the level specified in the Fees section of the letter of engagement. The overall level of fees charged may be less than the capped amount. The fee will remain capped unless there is an agreed material adjustment to the scope of work set out in the engagement letter.
- We also reserve the right to charge additional fees at our current standard hourly rates for material additional work arising from circumstances known to you when you accepted our quotation, but did not disclose to us.
- If the transaction does not proceed to completion, we may make a charge for the abortive works that we have done up to that time, based on our current charging rates.
- Where applicable, our current hourly rates are available upon request.
- All estimates, quotations, fixed and capped fees are exclusive of VAT (where relevant).
- All invoices sent to you will, upon request, be itemised, setting out the relevant fee earner, their rate, and time spent.
Payment on account of fees
We may ask you, either at the outset of our work and/or as it progresses, to make a payment to us on account of our fees and disbursements. We would hold this payment in a separate bank account as described below under “Custody of client money” and credit it against our final invoice for the work concerned. Any request for any payment on account is not an estimate of costs or a quotation. If a request for payment on account has been made but not paid within 7 days of such request, we reserve the right to decline to act further.
We may invoice you at periodic intervals either at the end of each month or at the end of each quarter as we consider appropriate, before final completion of the work we have undertaken for you. An interim invoice is a request for payment on account of costs incurred and is not specifically to be regarded as an indication of exact costs incurred to date. We will send a final bill after completion of the work.
Changes in law and practice
When we are engaged by you, our advice will be in accordance with current law and practice. We are, however, not responsible for communicating future changes in law and practice that may be of relevance to you. You are therefore recommended to seek regular advice on your affairs to ensure that any advice provided is compliant with prevailing legislation.
Custody of client money
Any money which we hold for you, for whatever reason, will be held in a bank account, separate from our own money (“Client Account”). We will account to you for interest earned on this money in excess of £100. Generally such interest is paid to UK resident clients without deduction on account of tax and should be declared by recipients to the appropriate taxing authorities accordingly.
Please be aware that, whilst we take all care when opening our Client Account, we are unable to influence or control financial events. Therefore, in the event of collapse of the banking institution with which we have our Client Account we may not be liable to repay money lost through a banking failure and therefore we will not be liable for any losses or any damages arising out of or in connection with or any losses or any damages that you may suffer as a result of any such banking failure.
Disbursements and expenses
Unless you notify us in writing to the contrary, we will act on the basis that we have authority to incur the usual disbursements and expenses encountered in the course of work we do for you including for example, Counsel’s fees, courier charges and travel. We shall in any event seek your express agreement before incurring on your behalf sums that are substantial in the context of the work in question. Disbursements and expenses are charged to you in addition to our fees.
We are committed to providing a timely service and in turn we request you pay interim and final invoices by return. In respect of any invoices remaining unpaid for 21 days from the date of the invoice (“Credit Period”), we reserve the right to decline to act further. In that event the full amount of the work carried out up to the end of the Credit Period will be charged to you. We reserve the right to charge interest from the date of the invoice to the date of payment at the rate of 2.5% above the Royal Bank of Scotland plc base rate from time to time. Interest will be charged on a daily basis. If you wish to dispute any invoice you should speak to the person responsible for the relevant work within the Credit Period, so that any necessary action can be taken before the end of the Credit Period.
We are generally happy to accept payment of our fees (and any disbursements) by credit and debit cards although due to the varying terms and conditions between credit card issuers not all cards and payments can be accepted by this method. We reserve the right in respect of larger credit card transactions to pass on a charge to cover the cost of processing the transaction.
Although, as our client, we receive instructions from you, you understand that all parties listed at the top of the accompanying letter of engagement are jointly and severally liable to us for all fees, disbursements and sums on account of costs invoiced to you under the letter of engagement, and we reserve the right to forward any invoices and demands sent to you to all parties listed at the top of the letter of engagement. If you fail to pay any invoice sent to you within 21 days of the date of the invoice, or otherwise fail to meet the terms of payment set out in this paragraph 9, we reserve the right to collect payment from any and all parties listed at the top of the accompanying letter of engagement.
Money laundering precautions
UK Money Laundering Regulations require us to obtain satisfactory evidence of the identity of our clients. We would be grateful therefore if you would provide us with the following:
(i) In relation to individual clients we will require either:
– a certified copy of your current photocard driving licence, correctly showing your current address; or
– a certified copy of your passport, plus an item of evidence to prove your address, such as a recent utility bill, recent council tax demand or bank statement.
(ii) In relation to client companies we will require:
– certified copies of the certificate of incorporation and memorandum and articles of association;
– a certified copy of the latest set of accounts;
– a certified list of authorised signatories; and
– certified copies of the documentation listed at subsection (i) of this paragraph for each director of the company and its two main shareholders.
We may require additional identification documents from other types of client entities such as partnerships or LLP’s, and the accompanying letter of engagement will advise you if this is the case.
If you cannot provide such evidence please tell us and we will advise what alternative evidence may be acceptable.
Please do not send us any funds until the identification procedures have been carried out.
We may use electronic identification service providers to confirm your identity and creditworthiness and that of any beneficial owners.
Papers held by the firm
Save as otherwise provided for herein, when we complete the work concerned, we shall, if requested, return to you all documents and other material loaned by you to use for the purpose of that work. Any advice given and/or correspondence between you and us will become your property upon payment of all outstanding fees to the Company. All other material generated by us in that work will remain our property. Unless agreed otherwise, we will retain any documentation and/or materials loaned by you, normally for a minimum of 6 years, when we may destroy it without further reference to you.
We may exercise a lien over any of your property and money we hold for you as long as fees are outstanding.
If we retrieve papers or documents from storage in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge for such retrievals. However, we may make a charge based on time spent retrieving stored papers or documents for you or another at your request when not in connection with continued or new instructions. We may also charge for correspondence, copying or other work necessary to comply with the instructions given by you or on your behalf.
We will store deeds and other important documents in our strong room for you if you require and as agreed with ourselves. We do not make any charge for this service but we cannot accept responsibility for the loss or damage of any item which we hold, except by prior arrangement.
Termination of our instructions
We expect to continue to act for you until we finish the work concerned. You may terminate your instructions to us in writing at any time but we will be entitled to keep all your papers and documents whilst there is money owing to us for our charges and expenses. In some circumstances, you may consider that we ought to stop acting for you. For example, if you cannot give clear or proper instructions on how we are to proceed or if it is clear that you have lost confidence in how we are carrying out your work. From our point of view, we may decide to stop acting for you only with good reason. For example, if you do not pay an interim bill or comply with our request for a payment on account.
If either of us terminates instructions, you will be required to pay all fees and disbursements incurred up to the date of termination, plus any further fees and disbursements for work necessary to transfer our files to another advisor of your choice.
If you are dissatisfied with our work, or wish to make a complaint, you should raise it as soon as possible with the pertner responsible for the work concerned in the first instance, as set out in the accompanying letter of engagement. If your complaint relates to that partner, or remains unresolved after discussion with that partner, you should contact our Managing Partner, Miles Dean.
The LLP will hold your personal data and will process that data for the purposes of providing advice to you in accordance with your instructions and for business purposes such as marketing and/or recovering outstanding invoices. Your right of access to this data is prescribed by law.
We confirm that we shall not sell your data to any third party.
You hereby agree that the LLP may process such personal data for the purposes outlined above and may, when necessary for those purposes, make such data available to its advisors and/or to parties providing products or services to the Company (for example to IT systems suppliers and debt collection agencies) and you agree that the LLP may transfer such data to and from third parties located outside the European Economic Area and/or located in countries which may not maintain adequate data protection standards. Details of those third parties and the countries involved will be provided on request.
Limitation of liability
We will perform your work with reasonable skill and care and acknowledge that we will be liable to you for loss caused by our negligence, breach of contract, fraud or wilful default, subject to the liability provisions that follow.
We will not be liable if such loss is due to the provision of false, misleading, incorrect or incomplete information or documentation supplied by you or others, or due to the acts or omissions of any person(s) other than us, including but not limited to, your failure to act on our advice or respond promptly to communications from us or the tax authorities. We will also not be liable for any losses, costs or expenses arising directly or indirectly from any fraudulent or negligent act or omission on your part.
Our aggregate liability, whether to you or any third party, of whatever nature, whether in contract tort or otherwise, for any loss whatsoever and however caused by or arising from this engagement, shall not (including interest) exceed the lesser of £500,000 or 5 times the total fees invoiced under the accompanying letter of engagement.
We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses or any damages, costs or losses attributable to lost profits or opportunities.
Where any loss is suffered by you for which we would otherwise be jointly and severally liable with any third parties, the extent to which such loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such damage or loss, as agreed between the parties, or in the absence of agreement, as finally determined by an English Court.
Nothing in this section shall exclude or restrict our liability for death or personal injury resulting from negligence, or for fraud or dishonesty or any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
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.