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).
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 HM 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.
4.2. 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.
5.2. 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.
7.3. We may also, on the understanding that the shares or other securities of the company are not publicly traded:
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.
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.
10.2. 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.
11.2. 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.
12.2. 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.
13.2. 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.
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.
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.
20.2. 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.
Updated: 12 March 2025