These terms work with the engagement letter and schedule for each assignment. They are written for individual and business clients. Extra terms for particular services are at the end of this document.
1. Our agreement
1.1 “We”, “us” and “our” mean only the Nichols entity named as the provider in your engagement letter: Nichols & Co (Accounting) LLP (OC422763) or Nichols & Co (Accountancy) Limited (04475088). Any other Nichols entity is not a party unless expressly named. “You” means the client named in that letter.
1.2 Your agreement comprises the engagement letter, its schedule(s) of services, these terms and any written variations accepted by both parties. If they conflict, the schedule takes priority, followed by the engagement letter and then these terms. Within these terms, service-specific provisions in section 16 take priority over the general terms where applicable. Mandatory legal rules take priority in all cases.
1.3 We act only for the person or entity named in the engagement letter. Where several clients jointly instruct us, we may act on instructions from any of them unless we agree otherwise in writing. Our work is for the purposes stated in the engagement letter, not for unrelated uses.
1.4 We may propose changes to these terms by giving you reasonable notice, including a clear description of the changes and their effective date. Material changes affecting an existing engagement require agreement where the law requires it. Updated website terms will not retrospectively change agreed rights or fees merely because we publish them.
1.5 English law applies and, subject to mandatory consumer rights, the courts of England and Wales have jurisdiction. If a term is unenforceable, the rest continues. Nothing removes rights that the law does not allow us to exclude.
1.6 Sale or transfer of our business. If all or part of our business is sold, merged or transferred to another firm, you agree that we may transfer our rights and obligations under our engagement with you to the successor firm, subject to applicable law and professional regulations. We will notify you of any such transfer. The successor firm will assume responsibility for providing the agreed services from the effective date of the transfer. This provision does not affect your right to choose your accountant or terminate our engagement in accordance with these terms. Any transfer requiring further consent or formal appointment procedures will be subject to those requirements. For a potential sale of all or part of our business, we may disclose confidential information, including personal data, to prospective purchasers as necessary for due diligence, subject to strict confidentiality obligations, this agreement and applicable data protection law. On a sale, personal data will transfer to the acquirer; we will notify you by email and/or a prominent website notice of any change in ownership and/or use of your personal data and any choices available to you.
2. What we need from you; what you can expect
2.1 We will perform agreed services with reasonable skill and care, in accordance with applicable law, professional rules and the engagement scope. We may allocate suitable staff and use qualified subcontractors while remaining responsible for our obligations.
2.2 Please give us accurate, complete information and records promptly, explain relevant changes and meet your own legal filing, payment and record-keeping duties. Unless the engagement specifically includes an audit or verification, we do not independently audit information you supply.
2.3 We must verify identity and undertake ongoing checks under anti-money-laundering and sanctions rules. We may use appropriate electronic identity checks and ask for documents. We may delay, suspend or cease work if checks cannot be completed or the law requires it. We may need to report concerns to authorities and may be prohibited from telling you.
2.4 Advice reflects the law and information known when it is given. Please ask us before relying on old advice where circumstances or law may have changed. We do not monitor subsequent changes unless specifically engaged to do so.
3. Confidentiality and conflicts
3.1 We keep your confidential information confidential except as provided in clause 1.6, where you authorise disclosure, disclosure is necessary to deliver services (including to bound-by-confidentiality service providers), or the law, insurers, regulators or professional obligations permit or require it.
3.2 We may act for other clients, including clients with different interests, if professional rules allow. We will assess conflicts and apply safeguards; if a conflict cannot be managed, we may need to stop acting.
4. Personal data
4.1 We handle personal data in accordance with UK data protection law. For most professional accountancy and tax work we act as an independent controller; in some separately defined services we may act as a processor for you. Our privacy notice explains purposes, legal bases, retention, your rights and overseas transfers. We will supply the privacy notice or a link on request.
4.2 Where we act as your processor, we will enter a separate data-processing schedule containing the terms required by Article 28 UK GDPR before that processing begins. These general terms do not themselves purport to be a complete processor agreement.
4.3 We take proportionate security measures. You must supply personal information lawfully and use reasonable care when sending sensitive records. Regulators and independent quality reviewers may inspect our files subject to confidentiality requirements.
4.4 Right to Erasure (Right to be Forgotten). You have the right to request the deletion of your personal data under Article 17 of the UK GDPR. We will consider and respond to such requests within the timescales required by law and erase personal data where legally required. However, we may retain information where necessary to comply with our legal, regulatory or professional obligations, or for the establishment, exercise or defence of legal claims. Where we cannot comply fully with an erasure request, we will explain the reasons to you.
5. Fees, bills and payment
5.1 Fees, scope, VAT treatment and invoicing dates are set out in your engagement letter or another written fee agreement. Unless expressly described as fixed or capped, quoted fees are estimates, not guaranteed totals. We will tell you before undertaking material additional work where reasonably practicable.
5.2 We may review fees annually, with hourly rates updated on 1 January under clause 5.6, and will give notice of new rates before they take effect. Any specific index-linked increase agreed in an engagement letter prevails. Changes to an agreed fixed fee require the circumstances and process set out in that agreement or your further consent.
5.3 Unless agreed otherwise, invoices are due on receipt. VAT and properly agreed expenses or third-party costs are additional unless the stated fee expressly includes them. You may ask us to explain a bill. We will consider reasonable disputes promptly; a failure to dispute within a stated period does not remove statutory consumer rights.
5.4 For overdue undisputed amounts, we may, after appropriate notice and subject to applicable law and professional duties, charge reasonable interest as specified in your engagement letter (or otherwise at 4% above Barclays Bank plc base rate), suspend work or terminate the engagement. We may exercise any lawful professional lien where applicable. We will take care not to cause avoidable prejudice to statutory obligations.
5.5 Direct Debit and card arrangements, if used, will be agreed separately and are subject to applicable payment protections. Where multiple clients engage us jointly, they are jointly and severally responsible for fees only where that is expressly agreed and lawful.
5.6 Unless otherwise agreed in writing, our hourly rates are: principals £220–£325; managers £150–£205; staff accountants £70–£125. These rates are updated annually on 1 January, subject to clause 5.2. VAT is dealt with under clause 5.3.
6. Commissions, introductions and referrals
6.1 If we receive any commission or other benefit connected with your work, we will tell you the relevant details and obtain any consent required by professional rules before retaining it. Any applicable fiduciary and regulatory obligations take priority.
7. Duration, ending our engagement and documents
7.1 Either party may normally end a non-audit engagement by giving 30 days’ written notice. Immediate termination may be necessary because of legal obligations, unmanaged conflicts, serious non-payment, misleading information or other material breach. Statutory audit appointments and resignation are governed by applicable company law and audit requirements, not this ordinary notice arrangement.
7.2 When the engagement ends, we will clarify unfinished work and outstanding deadlines where practicable. You remain liable for properly incurred fees. We will cooperate with an orderly handover, subject to law, professional rules and payment rights.
7.3 You remain responsible for keeping your own records. We may retain engagement and working papers for our legitimate legal, professional and insurance purposes, and dispose of them under our retention policy when permitted. Original client documents will be returned when appropriate; our working papers generally belong to us.
8. Advice and third parties
8.1 Our reports and advice are prepared for you for their agreed purpose. Oral, draft or provisional comments should not be relied upon as final advice unless confirmed by us. Implementation is a separate service unless included in scope.
8.2 No third party may rely on our work without our express written agreement, except where the law provides otherwise. You should not use our name in publicity or reports without approval, except where lawful publication requires it.
9. Intellectual property
9.1 You keep ownership of your pre-existing information. We retain copyright and rights in our templates, working papers and material we create unless the engagement says otherwise. Once agreed fees are paid, you may use final deliverables for their agreed purpose.
10. Liability
10.1 We are responsible for loss caused by our failure to use reasonable skill and care, subject to the lawful terms below and your statutory rights.
10.2 Liability under these terms includes contractual, negligence and other civil claims connected with the engagement, subject to applicable law.
10.3 To the extent lawful, claims arising from the engagement should be brought against the contracting Nichols entity, not personally against its staff or individual partners. This does not affect liability that cannot lawfully be excluded.
10.4 Nothing excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot legally be limited or excluded.
10.5 Except for statutory audit services (see clause 16.3), our total aggregate liability to you arising from the services covered by the relevant agreement is £1,000,000, unless another amount is expressly agreed in writing. Whether a cap is fair and enforceable depends on the engagement and applicable law, including consumer rights.
10.6 We do not accept responsibility to people who are not our clients unless we expressly agree in writing or the law imposes it. Any valid claims are subject to lawful limits.
10.7 If we agree that additional parties may rely on the same work, the aggregate cap is shared across those parties, to the extent legally effective, unless expressly agreed otherwise.
10.8 For business clients only, and only to the extent permitted by law, we do not accept liability for indirect or consequential loss or loss of anticipated profits, savings or goodwill. This does not exclude direct losses that the law requires us to compensate.
10.9 We are not liable to the extent loss was caused by inaccurate or late information from you, your failure to act on a clear warning, or events genuinely outside our reasonable control; this does not exclude any loss attributable to our own negligence or breach.
10.10 Please tell us promptly about suspected errors or losses and take reasonable steps to limit avoidable harm. Nothing here affects non-excludable legal rights.
11. Insurance
11.1 We maintain professional indemnity insurance as required by applicable professional rules. Details of the insurer and territorial coverage are available on request and any legally required disclosures will be provided.
12. Professional standards
12.1 Where applicable, we comply with ICAEW regulations, its Code of Ethics and Professional Conduct in Relation to Taxation. We may have to report or correct matters under professional duties, including in relation to tax authority errors, subject to the applicable ethical framework and law.
12.2 Complaints: please contact Steven Nichols at [email protected] or [email protected]. We will investigate promptly. If unresolved, you may contact ICAEW using its published complaints procedure at icaew.com.
13. Technology, AI and electronic communications
13.1 We may use secure software, client portals, third-party providers and artificial intelligence to assist in our work. We remain responsible for professional judgement and appropriate review of outputs. We will handle personal and confidential information subject to our confidentiality and data protection duties. Please tell us before engagement if you have specific technology requirements.
13.2 We may exchange information electronically. Email can be misdirected or intercepted; both parties should take reasonable precautions. Please alert us if you suspect fraud or an incorrect payment instruction. Client portals and file-sharing systems are not permanent backups: keep your own copies.
13.3 Overseas access or storage of personal data will be managed in accordance with applicable data protection transfer rules. Additional platform terms will be made available if required.
14. Notices and changes
14.1 Except for website notices permitted by clause 1.6, important notices should be sent in writing to the addresses in your engagement letter or to [email protected], with a copy to your engagement contact. Notices by email take effect when received, subject to any statutory notice requirements. If a deadline matters, please obtain an acknowledgement.
15. Investment and regulated activities
15.1 Certain investment-related activities may be provided only within the permissions held by the contracting entity. Any relevant ICAEW licensed practice/DPB disclosures and compensation scheme information will be supplied with the specific engagement. We do not offer general regulated investment advice under these terms.
16. Service-specific provisions
16.1 These provisions only apply if the relevant service is included in your engagement. They supplement the general terms. Where statutory rules prevail, those rules take precedence.
16.2 Client money
16.2.1 Where we agree to hold client money, we will keep it in a designated or general client bank account and comply with ICAEW Clients’ Money Regulations. These monies are separate from the firm’s own funds.
16.2.2 We normally pay interest on general client money only where interest attributable to your balance is at least £200 in a calendar year, subject to professional requirements and any separate terms agreed with you.
16.2.3 We will return client money when no longer needed, subject to identification, legal and professional obligations. In the case of long-unclaimed balances, we may deal with them only as permitted by the Clients’ Money Regulations. Relevant bank deposit protection limitations apply.
16.3 Statutory audit services
16.3.1 Appointment and scope. Where we are appointed statutory auditors, Nichols & Co (Accountancy) Limited will audit the financial statements for the financial year identified in the audit engagement letter or schedule and, subject to continued appointment, subsequent years. We are not responsible for auditing earlier years unless expressly agreed. We will appoint a responsible individual and issue our audit report in accordance with applicable law and auditing standards.
16.3.2 Directors’ responsibilities. The directors are responsible for preparing financial statements that comply with applicable law and financial reporting requirements and, where required, give a true and fair view; assessing going concern; maintaining adequate accounting records and internal controls; safeguarding assets; preventing and detecting fraud and other irregularities; and ensuring the company complies with applicable laws and regulations. The directors must approve the financial statements and make any required statements and disclosures in the directors’ report.
16.3.3 Information and access. You will provide promptly all accounting records, documents, explanations and other information relevant to the audit, including access to personnel and, where applicable, group entities. You will disclose relevant fraud, suspected fraud, litigation, related-party transactions, subsequent events and other material matters, and provide written representations when requested. You will tell us promptly of any significant changes to the company, its ownership, activities, listing or regulatory status which may affect our audit responsibilities.
16.3.4 Our responsibilities. We will conduct the audit in accordance with applicable UK law, auditing standards and ethical requirements, including independence requirements. Our objective is to obtain reasonable, not absolute, assurance that the financial statements as a whole are free from material misstatement, whether caused by fraud or error, and to report our opinion to the members as a body. The audit includes assessing risks, obtaining audit evidence, considering accounting policies and estimates, going concern and relevant disclosures, and reporting other matters required by law. Because of inherent audit limitations, some material misstatements may remain undetected. An audit does not relieve directors of their responsibilities.
16.3.5 Reporting and communications. We will make the statutory reports required by the Companies Act 2006 and applicable auditing standards, including matters arising from the directors’ report and other information where required. We may report significant weaknesses in internal controls or other findings to management or those charged with governance. Our audit report is prepared for the company’s members as a body for the statutory purpose and not for general reliance by third parties. We decide the nature, timing and extent of our audit procedures and retain sole responsibility for our audit opinion.
16.3.6 Publication, groups and other matters. Please consult us before reproducing or publishing our audit report with financial information electronically or in other documents. You remain responsible for the integrity of published financial information and for informing us of material events relevant to the audit. Where the company forms part of a group, we and other auditors may need to exchange relevant audit information in accordance with law and auditing standards. Any additional reporting or assurance work, including on electronic tax tagging, requires separate agreement.
16.3.7 Resignation, removal and handover. Appointment and cessation of statutory auditors are governed by applicable law and audit regulations, which may require notices, statements or reports to members, regulators or a successor auditor. Both you and we will comply with our respective obligations. We may provide relevant audit information to a successor auditor as required by professional rules and may charge reasonable costs where permitted.
16.3.8 Liability. The general liability cap and exclusions in clauses 10.5 to 10.9 do not apply to statutory audit services unless a separate, lawful written arrangement expressly provides otherwise. Statutory audit liability is subject to applicable law, including restrictions on limiting auditor liability. Nothing in these terms excludes or limits liability where doing so would be unlawful. Any claim relating to a statutory audit should be brought against the appointed statutory audit firm, not personally against its staff, so far as the law permits.
16.3.9 Regulation. Nichols & Co (Accountancy) Limited is registered to carry out statutory audit work in the UK by ICAEW (audit registration number C009237306). We comply with applicable Audit Regulations and Guidance, the FRC Ethical Standard and the auditing standards in force. Our audit files may be inspected by regulators or authorised quality reviewers subject to applicable confidentiality obligations.