Terms of Business

We are always happy to hear from you if you have any questions about how we work with those we serve. Get in touch if you have any questions. These Terms of Business should be read alongside the Engagement Letter issued, where appropriate; together these documents set out the basis of any agreement between Trust Advice and our customers. 

1. Terminology

1.1  In these terms and conditions and the associated engagement letter(s), references to "you" and your", are to the client or clients named in the engagement letter(s). Unless the context otherwise dictates, references to "we", "our" and "us" are to Trust Advice Ltd.

1.2  Your contract is with Trust Advice Ltd, a company registered in England & Wales with registered number 11556320.

2.  Our service. 

We undertake to give you a reliable, prompt and responsive service. If you have any problems.

3.  Charges

3.1  The hourly rates charged for our services are reviewed on an annual basis and may be subject to increase without prior notice. However, we will not increase the hourly rates payable in respect of a particular matter once work on that matter has commenced (i.e. increased rates would only apply to new instructions).

3.2  You will be notified in your Engagement Letter whether or not there is a charge for VAT, and subsequently notified in writing if there is a change to VAT charges.

3.3  Our charges are exclusive of any expenses that we incur on your behalf. We will tell you about any major expenses before we incur them.

3.4  We may ask new clients to make a payment on account when we start work for you. The payment will be credited against your bill, but it is important that you understand your total charges and expenses may be greater than any advance payments on account. We reserve the right to stop working for you if any request for payment on account is not met promptly or if any bill is not paid in accordance with these terms.

3.5  We may also require new clients to provide for one or more of the directors, trustees or members ("responsible individuals") to be potentially personally responsible for payment of our fees and expenses. While we would expect payment by the organisation, we reserve the right to recover payment from responsible individuals, where these have been appointed.

3.6  Where we act for more than one client in relation to a matter, each client will, unless otherwise agreed by us in writing, be legally responsible for the full amount of our fees, expenses and VAT (if applicable) as well as sharing the responsibility with the group of clients.

3.7  Any estimates of our charges are given in good faith but, unless otherwise agreed, our charges may be higher or lower than our estimates.

4. Billing

4.1  In general, our bills are submitted in two stages: the first at the commencement and then the second at the conclusion of a matter; however, for larger pieces of work, we may invoice on a monthly basis and/or once outstanding charges have reached an agreed level. Unless otherwise stated, interim bills will be payment on account of our final bill and will not necessarily reflect our full charges to the date of the interim bill. Unless otherwise agreed in writing, fees will be payable even if a matter is not fully completed. Please contact us as soon as possible if you have any queries or concerns with a particular bill. We will usually send you invoices by email only.

4.2  For security reasons, we require all bill payments to be made by bank transfer. Our bank details are as follows:

Barclays Bank plc
Account Number: 63676412
Sort Code: 20-20-62

5. Unpaid bills

5.1  Bills are payable 30 days from the date you receive them. After 30 days from the date of receipt, unpaid bills will carry interest at 4% above the Bank of England base rate. We reserve the right to charge such interest without notice.

5.2  We are allowed to hold any documents or other property belonging to you until you have paid any outstanding bills.

5.3  If you do not pay a bill, we reserve the right to stop working on any matters for you, and to ask for payment in full of all bills for work carried out for you to that date.

6. Limitation of liability

6.1 No individual member, employee or consultant of Trust Advice contracts with you personally, or assumes responsibility to you personally, for work performed on behalf of Trust Advice.

6.2  All communications with you in the course of our work, whether oral or written and whether signed by a director, member, consultant or employee, shall always be treated as having been sent or made on behalf of Trust Advice.

6.3  By engaging us, you agree that any claim of any sort shall be brought only against Trust Advice and that no claims will be brought personally against any of our directors, members, employees or consultants who are involved in your work.

6.4  We accept no responsibility other than to you. In particular, we accept no responsibility to your bankers, creditors, shareholders or investors, or to your other professional advisers. If we are asked and agree in writing to give an opinion that might be relied on by someone other than you, we will write separately to set out the terms on which we are giving the opinion.

6.5  Our responsibility is limited to advising on the matters specified in our engagement letter or in other instructions received from you (or subsequently confirmed) in writing. We will have no responsibility to advise on changes in the law that takes place after our advice is given.

6.6  If you ask us to suggest another adviser, or if we suggest that you consult another adviser, we assume no liability for their performance or actions, whether constituting an act or omission of negligence, breach of contract or otherwise.

6.7  If we instruct such advisers on your behalf, we will do so as your agent, and you will be responsible for payment of their charges.

6.8  Our advice can only be given on the basis of the information you provide. It is essential that you provide us with the information we need to carry out our work, and that the information is up to date, accurate and complete. You should notify us as soon as possible of any changes to the information you have given us and of any new information that may be relevant to our work for you. We reserve the right to stop acting for you if you do not provide us with important information, or changes in information, relating to your work.

7. Complaints

7.1 We are committed to providing a high-quality service to all our clients. If you are unhappy with any aspect of our service, please tell us about it. This will help us to ensure that we meet the highest standards and enable us to identify any areas we need to improve.

7.2  If you are dissatisfied with either the service you have received as a client or with any aspect of your bill, please raise your concerns with us. Our aim will always be to deal with your concerns as quickly as possible.

7.3  If we have not resolved your complaint to your satisfaction, please write to us and clearly mark your letter "formal complaint". Please outline the cause of your dissatisfaction and if possible, the action you would like us to take in order to remedy that dissatisfaction.

7.4  We will acknowledge receipt of your complaint in writing and will inform you of the name of the person who is dealing with your complaint. You should receive a formal response to your complaint within 30 days of receiving the letter acknowledging your complaint. If we have to change any of the timescales above, we will contact you to explain why.

7.5  If you no longer want us to act for you, you can write to us to let us know. We will send you a final bill for the work we have done for you up to the date we receive your written instructions to cease work. If all or part of the bill remains unpaid, we may be entitled to charge interest.

8. Retention of papers and documents generally

8.1  Trust Advice will not necessarily keep a working file of papers as we are increasingly using electronic files.

8.2  If you fail to pay our bill and we retain documents and other information on your behalf, whether in hard copy form or electronic form, we reserve the right, upon giving you notice, to destroy or otherwise dispose of some or all of them as we see fit. You agree that we will have no liability to you for any loss or damage you may suffer as a result of the disposal or destruction of such documents and/or data.

8.3  In accordance with the Data Protection Act 2018, documents containing personal information will be kept for no longer than is necessary and then securely destroyed.

9. Data protection

9.1 As a general rule, we are a data controller in respect of personal data that you give us in relation to our services. We will comply with the Data Protection Act 2018 and the General Data Protection Regulation in connection with all personal data that we receive from you relating to our services. Our use of that information is subject to your instructions, applicable data protection laws and regulations and our duty of confidentiality. Unless it is in accordance with our instructions from you, or as detailed in clause 13 of these terms, we will not disclose personal data. We will take all reasonable steps to ensure that appropriate technical and organisational measures are in place to protect the security of personal data.

9.2  We will process any personal data you supply to us for the following reasons:

9.2.1  to provide you with the services you have requested;

9.2.2  to comply with applicable laws and regulations;

9.2.3  for administrative purposes; and

9.2.4  to provide you with information about us and our services, including updates. If, at any time, you do not wish to receive further information about us and our services, please let us know.

9.3  You have a right of access under data protection legislation to the personal data that we hold about you.

10. Intellectual property

     Unless otherwise agreed in writing, we own any intellectual property in anything we produce during the provision of services to you. Unless we inform you to the contrary in writing, a perpetual, non-exclusive, royalty-free licence to use such intellectual property for the purposes in respect of which you have instructed us is automatically granted to you. In the event of non- payment of our costs, we may immediately terminate any licence granted and require the immediate delivery up or destruction of such intellectual property.

11. Money laundering

     11.1  Under anti-money laundering, terrorist financing and financial crime legislation, we are obliged to confirm the identity of individuals and companies and the beneficial owners of organisations and trusts before accepting new instructions, and to review this from time to time. In most cases we will ask you to provide identification evidence, generally in the form outlined in the Annex. To avoid the need to request detailed identity information from you, we may also use approved external services which review publicly available information on companies and individuals.

    11.2  If you do not provide satisfactory evidence or information within a reasonable time, we may have to stop acting for you. In that event, you will be charged for any work already completed.

    11.3  We are under a professional and legal obligation to keep clients' affairs confidential. This is subject to a statutory exception. Legislation on money laundering and financing terrorism has placed organisations under a legal duty to report a person (including a client) to the National Crime Agency if, for example, we have reason to suspect that they are engaged in money laundering. This duty is most likely to affect any "regulated" aspects of our business. We may well not be able to tell you that we have made such a report, nor may we tell you the reasons for it or do anything which could prejudice any money laundering or other investigation that is being or is about to be conducted. In these circumstances, we may have to delay or stop acting for you in the matter.

12. Conflicts of interest

12.1  As far as we know, we do not have a conflict of interests in relation to your current instructions. Conflicts of interest can and do arise and, if this happens, we might have to stop acting for you, and we would tell you.

12.2  We act for many clients at any one time; some of them may operate in the same sector as you. You agree that the fact that other current or future clients may have, or may develop, commercial interests adverse to you will not of itself prevent us from acting for them. We will, however, always carefully consider our professional obligations in relation to instructions from you or any other client.

13. Confidentiality

13.1  We have a professional duty to keep your affairs and anything we know about you confidential. Unless otherwise authorised by you, we will keep confidential any information which we are provided with about you, unless:

13.1.1  it is information which is already in the public domain;

13.1.2  it is information which is already lawfully in our possession at the time it is communicated by you to us; or

13.1.3  we are required to disclose any such information:

(a)  to our auditors or other external assessors, to other professional advisors, or for the purposes of our professional indemnity insurance;

(b)  by law or by any regulatory authority to which we are subject;

(c)  to any third party under the terms of an arrangement, authorised by you, regarding the funding of our charges; and/or Any such disclosure shall, of course, be conducted in confidence.

13.2  We use the information you provide primarily for the provision of our services to you and for related purposes including:

13.2.1 updating and enhancing client records;

13.2.2 analysis to help us manage our organisation;

13.2.3 statutory returns; and

13.2.4 legal and regulatory compliance.

Our use of that information is subject to your instructions, applicable data protection laws and our duty of confidentiality.

13.3  We maintain databases, to which advice and documentation relating to your work may be added. These databases are securely maintained and will not affect our obligations of confidentiality to you.

13.4  In certain circumstances, we may disclose documents which are privileged or information which is confidential in respect of your matter(s) to our advisers, including solicitors, insurers and auditors. If you object to this, please let us know.

13.5  Please note that our work for you may require us to give information to third parties such as other professional advisers. If you or we engage other professional advisers to assist with a matter, we will assume, unless you notify us otherwise, that we may disclose information to such other advisers as necessary. We will ensure that express confidentiality agreements are in place with professional advisors appointed by us.

13.6  Sometimes we may ask other companies or people to do certain non-legal work on our files (such as typing, photocopying or scanning) to ensure this is done promptly. We will assume, unless you notify us otherwise, that we may disclose information to such outsourcing agents as necessary. We will ensure that any such outsourcing arrangements have express confidentiality agreements in place and comply with the Data Protection Act 2018.

13.7  Your files may also be reviewed in any due diligence exercise relating to the sale or transfer of all or part of our business or the acquisition of another business by us. We will ensure that such arrangements have express confidentiality agreements in place.

14. Papers and documents in contentious matters

14.1 You should be aware that if a situation arises where litigation (i.e. court proceedings) seems likely or has commenced, you must stop any routine or other destruction of documents that might be relevant to the case. If you are a party to litigation, you will normally be required to disclose any documents on which you rely, as well as any documents which adversely affect your own case or which support or adversely affect another party's case. This means that hard copy documents should be preserved and the routine or other deletion of computer records, especially email, should cease. This includes documents that are or were in your physical possession or of which you have the right to possession, or the right to inspect or take copies (for example records held by your accountant). Your duty to retain and disclose relevant "documents" will cover electronic documents on computers, mobile telephones and other electronic devices.

15. Email communications

    We accept no responsibility or liability for malicious or fraudulent emails purportedly coming from us. It is your responsibility to ensure that any emails coming from us are genuine before relying on anything contained in them.

16. Termination

     16.1  We may terminate instructions at any stage if:

    16.1.1 we consider it inappropriate to continue acting;

     16.1.2 you do not accept our advice;
     

    16.1.3 you fail to pay bills or sums on account promptly; or

     16.1.4 we cannot get clear instructions from you.

    16.2  If we stop acting for you, you will be liable to pay our charges for work done to the date of termination and any charges that result from it.

17. Agreement

17.1  Your continuing instructions will amount to your acceptance of these terms and conditions.

17.2  The laws of England and Wales govern all contracts between us and our clients and any responsible individual. It is a term of our agreement to act for you that any claim made against us must be made in the courts of England, which will have exclusive jurisdiction in respect of any such claim, subject to our rights to commence proceedings in any other jurisdiction.

ANNEX - ANTI-MONEY LAUNDERING

In common with banks, building societies and others, we are required by law to obtain evidence of the identity of our clients. We normally do this by requesting the following information:

(a)  A copy of the current version of your constitution as filed at the Charity Commission and/or Companies House (when applicable);

(b)  Details of the names of the directors/ trustees;

(c)  Details of the names and addresses of the members (or a summary of the classes of membership, if there are a substantial number of members) (where applicable); and

(d)  For the director(s)/ trustee(s):

1. • A certified copy of either their passport or photocard driving licence; and

   • A certified copy of a recent (last three months) gas, electricity, water or council tax bill or a bank statement addressed to them at their home address.

     Proof of identity documents must be certified as correct by a solicitor, accountant or bank manager who is not related to the person concerned.

   • For more information about certifying documents, please see here:
     https://www.gov.uk/certifying-a-document