Terms & conditions

DEFINITIONS

“Bessler Hendrie” or “we” or derivatives: Bessler Hendrie Limited Liability Partnership which is a party to this Engagement Letter and, delivering the Services under its terms.

“Client Party” or “you” or derivatives: The addressee(s) of the Engagement Letter.

Deliverables”: The letters, reports, information, advice or opinions given by us in connection with the Services.

“Engagement Letter”: The letter that incorporates these Terms and Conditions of Business together with these Terms and Conditions of Business or as may be varied from time to time in accordance with Clauses 1.3 and/ or 2.1.

Information”: All documents, information and assistance including personal data, IT systems and infrastructure that we may require to undertake the Services.

“Privacy Policy”: The client privacy policy, as amended from time to time, which is available on the Bessler Hendrie website at www.besslerhendrie.co.uk/privacy

“Services”: The services delivered to the Client Party by Bessler Hendrie and which are detailed in and are subject to the terms of the Engagement Letter.

“Transaction”: The actual or proposed transaction or matter in connection with which the Services are to be provided.

“Virtual Storage Facilities”: Means any internet or other electronic facility (whether cloud based or not) designed to store information which relates to Services.

  1. Engagement terms
    1. All Services provided by Bessler Hendrie for the Client Party will be in accordance with the Engagement Letter subject to any subsequent written variation, agreed by an authorised representative of Bessler Hendrie and the Client Party. If for whatever reason that does not happen we will treat the fact that you have instructed us to commence the Services as deemed agreement.
    2. The Engagement Letter replaces and supersedes any previous proposal, discussion, correspondence, representation or agreement between us in relation to the Services and forms the whole agreement between us in relation to the same. This clause shall have the effect of excluding the liability of any party to the Engagement letter for any misrepresentation (other than a fraudulent misrepresentation) made prior to the date of the Engagement Letter.
  1. The Engagement Letter replaces and supersedes any previous proposal, discussion, correspondence, representation or agreement between us in relation to the Services and forms the whole agreement between us in relation to the same. This clause shall have the effect of excluding the liability of any party to the Engagement letter for any misrepresentation (other than a fraudulent misrepresentation) made prior to the date of the Engagement Letter.
  1. Amendment to the Terms and Conditions of Business may be made only by specific reference to the relevant clause in these Terms and Conditions of Business.  In the event of a conflict between these Terms and Conditions of Business and the letter incorporating these Terms and Conditions of Business, the letter will prevail only to the extent of such conflict.
  1. You or we may terminate the engagement pursuant to the Engagement Letter, or suspend the Services provided pursuant to the Engagement Letter, in either case by written notice, at any time, without penalty, though if this occurs whether at your behest or ours, before the Services have been completed, Bessler Hendrie shall be entitled to its fees, expenses, disbursements and VAT to the date of termination or suspension.

If the engagement is terminated or the Services are suspended then Bessler Hendrie will not be responsible for any fines, penalties, costs, charges, interest, consequences of missed deadlines or any other liabilities you may incur and which might have been avoidable had the engagement not been terminated or the Services not been suspended. 

  1. The terms of the Engagement Letter will apply to any Services whether such Services were performed or provided before or after the signing of the Engagement Letter.
  • Changes in scope
    • The scope of our work will be limited to the matters set out in the Engagement Letter.  However, this does not preclude us from considering changes to the scope of our work as the assignment proceeds. Should you require any additional Services, we will be pleased to discuss any request with you. We would note, however, that we are under no obligation to provide such additional Services.
  • Any agreement to provide additional services will include the payment of reasonable additional fees and a reasonable additional period within which to provide such services.
  • Investment business
    • We may, in the course of delivery of the Services, assist you with exempt regulated activities that are incidental to the Services.
  • If, during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority (“FCA”), as we are not. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services where these are complementary to or arise out of the professional services we are providing to you.
  • In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accountants’ Compensation Scheme.
  • Fees and expenses
    • Unless otherwise specifically agreed between you and us, our fees will be charged on the basis of this Clause 4 and will be based on hourly rates that take account of the level of partners and staff assigned to the engagement the subject of the Engagement Letter.
  • Expenses incurred, including travel and subsistence, and goods and services purchased in connection with the Services will be re-charged to you.
  • It is Bessler Hendrie’s general policy to agree a specific billing schedule with each Client Party but in the absence of such agreement, the following shall apply:
  1. in relation to most non-recurring Services we will bill 50% of the expected fee on commencement of the Service, 25% of the expected fee when the field work is completed and bill the balance of our fee (including disbursements and expenses) on completion of the Services; and
  • where other non-recurring work (e.g. company tax “health checks” and other corporate tax planning advice) is undertaken, it is  billed when the Service has been provided;
  • when continuous work is undertaken (e.g. advisory services, preparation of VAT returns and accountancy work), fees will be rendered monthly or quarterly depending upon the extent of the Services undertaken.  Fees will normally be billed when the value of the work performed since the last bill exceeds £250.
  • All fees and expenses will be subject to VAT (or exempt from VAT) in accordance with VAT regulations and guidance. Your liability to pay VAT on our fees and expenses does not necessarily entitle you to recover such VAT as input tax. Your entitlement to VAT recovery is subject to normal VAT rules and, in particular, that the Services are used or to be used for the purpose of any business carried on or to be carried on by you.
  • Time for payment of fees, disbursements and expenses shall be of the essence, and you agree to pay promptly all sums due under the Engagement Letter.
  • We may charge interest on any outstanding balances at the rate prescribed from time to time in accordance with Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998.
  • Fee estimates given by us are given in good faith but will not be contractually binding.
  • We may offer facilities for standing order payments based on agreed estimates for future annual fees.  As an alternative to the schedule of payments relating to fieldwork, we also accept monthly or quarterly standing orders against our estimated annual fee.  In these cases an annual adjustment is made to deal with extra work and disbursements.
  • Limitation of liability
    • The following clauses limit Bessler Hendrie’s liability to the Client Party by Bessler Hendrie in respect of any negligence, default, or breach of duty, or breach of trust, occurring in the course of the provision of Services pursuant to the Engagement Letter.
  • For the Purposes of this clause 5, “Person” means any corporate body, individual or other person, including:
  1. any director or employee of the Client Party;
  • persons associated with the Client Party;
  • persons providing or who have provided finance or services to the Client Party including other professionals; and
  • any governmental or regulatory authority or body where such governmental or regulatory authority or body is in breach of duty, whether statutory or otherwise, and irrespective of whether such authority or body has, in respect of the relevant loss or damage, any statutory immunity from liability for damages, but excluding the Client Party itself and Bessler Hendrie.
  • Where any Person, whether or not that Person is or could be made a party to or a witness in any relevant proceedings, is also liable to the Client Party for, or has otherwise caused or contributed to, all or part of the same loss or damage as Bessler Hendrie (a “Responsible Person”), and/or where the Client Party itself has contributed to such loss or damage, Bessler Hendrie’s liability shall be limited to such amount as is just and equitable having regard to the extent to which each of  Bessler Hendrie, any such Responsible Person and the Client Party is liable for, or has otherwise caused or contributed to, such loss or damage. Any limitation, exclusion or restriction (however arising) on the liability of any Responsible Person and any other matter (whenever arising), including inability to pay or insolvency, affecting the possibility of recovering compensation from any Responsible Person shall be ignored in determining whether and to what extent that Responsible Person is liable to the Client Party for, or has caused or contributed to, such loss or damage. Neither Bessler Hendrie nor the Client Party shall unreasonably resist the joinder to the proceedings or the calling as a witness in the proceedings of any Responsible Person.
  • If the effect of clause 5.3 would be to limit Bessler Hendrie’s liability to less that such amount as is fair and reasonable, as determined in accordance with that clause, this clause shall have effect as if it limited Bessler Hendrie’s liability to such amount as is fair and reasonable, as so determined.
  • Bessler Hendrie’s aggregate liability in respect of all   claims by all addressees of the Engagement Letter shall be limited to the amount specified in the Engagement Letter or, if no amount is specified there, to a maximum total limit of aggregate liability of £100,000.
  • It is further agreed that, in order to give effect to the agreed principle that we shall not be liable more than once in respect of any loss or damage a Client Party may suffer arising out of the Services the subject of the Engagement Letter, any amount otherwise payable to a Client Party by reason of a claim under the Engagement Letter in respect of any such loss or damage shall be reduced by any amount paid to that Client Party in respect of the same loss or damage by reason of a claim under any other letter of engagement entered into between ourselves and that Client Party or otherwise.
  • For the avoidance of doubt where there is more than one Client Party, Bessler Hendrie’s aggregate liability to all Client parties shall not exceed the limit applicable pursuant to clause 5.5 above. In that event the limit of liability specified above will have to be allocated between the Client Parties. It is acknowledged that such allocation will be entirely a matter for the Client Parties, provided always that if (for whatever reason) no such allocation is agreed, no Client Party shall dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed.
  • Any claim must be formally commenced within two years after the party bringing the claim becomes aware (or ought reasonably to have become aware) of the facts which give rise to the action and in any event no later than four years after the cause of action arises. This provision expressly overrides any statutory provision that would otherwise apply.

5.9    Except as expressly provided herein, no person may enforce the Engagement Letter by virtue of the Contracts (Rights of Third Parties) Act 1999 (the “Act”).

5.10  These provisions do not apply in relation to:

  1. death or personal injury;
  • loss and damage arising from fraud or wilful default on our part; and
  • any other situations in which the limitation of our liability is prohibited by law.
  • Working for other parties
    • For the avoidance of doubt, the provision of the Services to you shall not prevent or restrict the manner in which Bessler Hendrie carries on its profession or business in relation to its other clients. In particular, you acknowledge that Bessler Hendrie reserves the right to act at any time for other clients who may be competitors of yours or in respect of whom issues of commercial conflict may arise.
  • Conflicts of interest
    • In accordance with the relevant ethical requirements we have put in place procedures to identify situations where a specific legal or ethical conflict of interest may arise.  However, we cannot be certain that our procedures will identify all such situations, in part because it is difficult for us to anticipate what you would regard as a conflict.  If you are, or become, aware of any potential conflict affecting our provision of the Services, you will notify us immediately.
  • Where a specific legal or ethical conflict, actual or potential, is identified, and we believe that implementing appropriate procedures can properly safeguard your interests, we will promptly notify you (subject only to clause 9 and to any obligations we may owe to third parties), explain the safeguards to be implemented and obtain your consent to their implementation. There may, however, be circumstances where we consider that your position cannot be safeguarded and in such circumstances, the Services may be terminated.  In order to maintain confidentiality, we may not be able to explain all the reasons for terminating the Services.
  • Publicity
    • Bessler Hendrie is keen to obtain publicity for work undertaken on behalf of clients. This could include both internal and external publicity.  Permission to attribute work for a client externally will always be obtained in advance.  Notwithstanding this condition, we assume the right to use references in proposals or other similar submissions made to other prospective clients, unless you expressly prohibit such disclosure.
  • Confidentiality
    • Subject to clause 10 below:
  1. you and we shall each (and will use our respective reasonable endeavours to procure that our partners, directors, officers, agents, contractors and employees shall) at all times keep confidential and shall not use, except in connection with the performance of the Services or otherwise as reasonably necessary  for the purposes of the Transaction or as expressly stated in the Engagement Letter or subsequently agreed to in writing or as otherwise required or permitted or permissible in law or by regulation, any Deliverables and/or Information obtained or given in connection with the Services or Transaction (together “Permitted Disclosure”). Each party to the Engagement Letter is solely responsible for ensuring the proper presentation of any Permitted Disclosure;
  • both you and we each accept no liability to any other party who is shown or gains access to any Information or  Deliverables;
  • both you and we each agree to accept responsibility for and hold the other and the other’s agents harmless from any claim (including any claim for negligence) arising out of any un-authorised disclosure, by either you or us or others respectively engaged by either you or us, of Deliverables or Information. This undertaking will extend to the cost of defending any such claim; and
  • you will keep confidential any methodologies and technology used to carry out the Services.  Bessler Hendrie retains copyright in all such material provided to you.
  1. Permitted disclosures
    1. In the event that either of us is required by law or by the rules of any competent governmental or regulatory body to disclose any Deliverables and/ or Information, that party shall to the extent permitted by law promptly notify the other party of that requirement and shall give the latter a reasonable opportunity to make representations in relation to the proposed disclosure before such disclosure is made. In any event the disclosing party shall disclose only the minimum amount of such Deliverables and/ or Information consistent with satisfying its obligation to disclose.
  1. In complying with any such disclosure obligations, we may incur costs in ensuring that any disclosures are limited to the minimum amount consistent with satisfying our obligations. You agree to reimburse any such reasonable costs except to the extent that such disclosure obligations are in the context of any proceedings or regulatory process involving any substantive claim or proceeding against us.
  1. Clause 9 shall not prohibit the disclosure of any Deliverables where it is reasonably necessary for the purposes of:

a.      notifying insurers concerning any actual or potential dispute relating to the Services; or

b.      resolving any actual or potential dispute relating to the Services or in connection with any defence advanced in any proceedings in any jurisdiction. Each Party shall take all possible steps to preserve confidentiality of Information and/or Deliverables in all filings with the applicable court.

  1. Clause 9 shall also not prohibit the disclosure of any information which is within the public domain, or which is obtained from a third party who is entitled to disclose it publicly, and shall cease to apply to any information which subsequently enters the public domain except as a result of a disclosure which is contrary to these provisions.
  1. Continuation
    1. The provisions of clauses 9 and 10 shall continue in full force and effect notwithstanding the termination of the engagement the subject of the Engagement Letter or the completion of the Services.
  1. Information relevant to the Services

12.1 When reasonably requested by us, you accept responsibility for making available to us and/ or granting full access to, as and when required, all relevant Information. You will ensure that all such Information is complete and accurate.

12.2    You agree to grant us a royalty free licence to use your intellectual property rights to the extent necessary for the provision of the Services.

12.3    To the extent that such Information is not in your control or possession, you will use your best endeavours to procure that the required Information is made available to us.

12.4    You undertake to notify us promptly if anything occurs within a reasonable time after Information has been provided to us to render any such Information untrue, unfair or misleading.  You also undertake (if required by us) to take all reasonable steps to correct any document, announcement or communication issued, containing, referring to or based upon any such Information.

12.5    You acknowledge that Information made available by you or otherwise known to individuals within Bessler Hendrie who are not engaged in the provision of the Services shall not be deemed to have been made available to the individuals within Bessler Hendrie who are engaged in the provision of the Services.  Further, we shall not be obliged to disclose to you, nor to take into account in providing the Services, any information if to do so might breach obligations owed to other persons or the rules of any governmental or regulatory authorities.

  1. Other professional advisers
    1. In relation to the provision of the Services, it may be necessary or desirable for you to instruct other professional advisers. You shall be responsible for the appointment of such other professional advisers and for their fees and expenses.
  1. We shall have no liability for the non-delivery or non-performance of such other professional advisers appointed by you (other than our express agents). Additionally, we shall not be liable for the acts, omissions, misrepresentation or error of any third party supplier introduced or recommended by us.
  1. Where other professional advisers are instructed by you, we will place reliance on their opinion and we will refer to their opinion and our reliance upon it in any Deliverables as appropriate.
  1. Nature of the Services
    1. Except as specifically agreed and referred to in the Engagement Letter, the Services will not be an audit or assurance engagement as conducted in accordance with International Standards on Auditing (UK) issued by the Auditing Practices Board or any other assurance standards. We will not seek to verify the accuracy of the Information provided to us.  In many cases we will accept the explanations and assurances we receive from the directors, officers and employees of the entity the subject of this engagement.
  1. We will, however, satisfy ourselves that such Information is consistent with other information provided to us.  We may also request written confirmation from relevant persons that such Information provided to us is complete and accurate and that any Deliverables are factually accurate and contains all matters of significance within the scope of the Engagement Letter.
  1. Our review may not discover matters that would, under normal circumstances, come to our attention if we were to undertake an audit or assurance engagement.  It may not cover matters that are not apparent to us from reasonable enquiry.
  1. In relation to information technology systems, we make no representation or warranty that our advice is complete or that any action you take or do not take as a consequence of our advice will result in the functionality and/ or performance of your information technology systems.
  1. Discovery of fraud
    1. We will not be responsible for detecting fraud or misrepresentation (whether by the Client Party, its management, employees or third parties). We will, subject to our legal obligations, without accepting any liability for doing so, inform the Client Party if we become aware of fraud.
  1. We will not be responsible for the consequences of any deficiency in Information provided in the course of our provision of Services.
  1. Recommendations
    1. Neither the Services nor our findings shall in anyway constitute recommendations regarding the completion of any proposed transaction.  You are responsible for determining whether the scope of the Services is sufficient for your purposes in the context of your wider investigations and due diligence.  If we were to perform additional procedures or extend the scope of the Services into other areas, we might identify other matters that may affect the Services.
  1. Compliance
    1. The Client Party and Bessler Hendrie shall each ensure that it has and/ or shall obtain all authorisations, consents and approvals of any governmental or other regulatory body or authority as are necessary to enable it to engage in the Transaction and carry on the activities in respect of which the Services are provided and /or provide the Services (as applicable).
  1. Each Party will ensure that it, together with all its directors, officers, employees and agents, will at all times comply with all applicable legal and regulatory provisions of which it is, or should reasonably be, aware in any jurisdiction including the United Kingdom, to the extent applicable.
  1. As with other professional services firms, we are subject to stringent requirements to identify our clients for the purposes of anti-money laundering legislation.  We are likely to request from you, and retain some information and documentation for these purposes and/or make searches of appropriate databases.  If satisfactory evidence of your identity is not provided within a reasonable time, there may be circumstances in which we are not able to proceed with the engagement.
  1. The nature of our business is such that, under the Proceeds of Crime Act 2002, partners and staff in this firm are required to report all knowledge or suspicion that a criminal offence giving rise to any direct or indirect benefit from criminal conduct has been committed, regardless of whether that offence has been committed by you or a third party.

          If, as a result of the provision of the Services, we have knowledge or suspicion that such an offence has been committed we are required to make a report to the National Crime Agency (“NCA”).  In such circumstances we may be prevented from discussing such matters with clients or even from carrying on an Engagement pending consent from NCA.

  1. Communication and meetings
    1. We shall keep you informed on the progress of the Services and give warning of all matters that we consider to be of significance to you and, where appropriate, your advisers as they arise during the course of the provision of the Services.
  1. Draft Deliverables may represent work in progress and provide views in respect of which we have not received full and accurate Information. Accordingly, draft Deliverables will not constitute Bessler Hendrie’s definitive opinions and conclusions and we will not be liable to the Client Party (or anyone else) whether in contract, tort or otherwise for the content or use of any Draft Deliverables. We will not be liable to the Client Party (or anyone else) whether in contract, tort or otherwise for oral advice provided during the provision of the Services except we shall be liable to the Client Party where the provision of any aspect of the Services exclusively comprises oral advice (as set out in the Engagement Letter).
  1. We shall be under no obligation to update any Deliverables issued in final form.
  1. Where it is agreed between us that any Deliverables will be included in or referred to in a public document, we shall need to be satisfied with the form and context in which our Deliverables and statements attributed to us are presented in the final version before giving consent to the inclusion of them in the public document. In such circumstances, you agree we shall be given the opportunity to attend drafting meetings and will be promptly forwarded copies of the proofs of the public document for our review.
  1. Electronic communication
    1. We each agree to communicate electronically over the internet, including email communications.
  1. We shall each be responsible for protecting our own systems and interests and neither of us shall be responsible to the other on any basis (contract, tort or otherwise) for any loss, damage or omission in any way arising from the use of electronic data (including email) as a form of communication.
  1. The parties accept you may provide (or procure provision of) Virtual Storage Facilities for Bessler Hendrie’s use relating to Services. 
  1. For such Virtual Storage Facilities you undertake to (a) use (or procure the use of) information and data protection procedures to prevent unauthorised disclosure or use of confidential information and personal data, and (b) comply with all applicable laws on confidentiality and data protection. 
  1. We may download or copy information relating to Services from such Virtual Storage Facilities and then hold such information in accordance with these Terms and Conditions of Business. 
  1. You agree to accept responsibility for and hold us harmless from any claim, including the cost of defending any claim, arising out of or in connection with Bessler Hendrie’s use of such Virtual Storage Facilities that are provided (or procured) by you. 
  • Ownership of Papers and Intellectual Property
    • All correspondence and papers in our possession or control and generated for our internal purposes (including our working papers) or addressed to us relating to the Services or the subject matter of the Services shall be our sole property.
  • In respect of clause 20.1, upon full payment of all amounts due to us in connection with the Engagement Letter, all right, title and interest in the Deliverables set out in the Engagement Letter will become your sole and exclusive property for the sole purpose of providing such right, title and interest to you, except as set forth below. We will retain sole and exclusive ownership of all right, title and interest in our work papers, proprietary intellectual property, processes, methodologies, techniques, ideas, concepts, trade secrets, know-how and software existing prior to the signing of the Engagement Letter or which is created outside of the provision of the Services. To the extent the Deliverables contain our proprietary intellectual property, we grant you a non-exclusive, non-assignable, royalty-free licence to use it in connection with the Deliverables and the subject of the Engagement Letter and for no other or further use. To the extent the Deliverables contain the proprietary intellectual property of a third party, you agree to comply with such third party’s terms of licence as the same are communicated or made available by us to you.
  • Document Retention Policy
    • Without prejudice to Clauses 29, 30 and 31, files and other papers, electronic or otherwise, relating to your matters, including certain documents that may legally belong to you, will be stored for such time as we judge reasonable or for such time as we are required by law so to do, but in any event, typically, for a period of not less than six years, after which time we may destroy them without further reference to you.
  • Timetable
    • We will discuss with you the nature and timing of the programme of work we intend to carry out and the most effective way of implementing it.  Deadlines for completing the various aspects of the Services will be agreed following such consultation.  The timetable for completion of the Services assumes that the Information we require to carry out the Services will be made available in good order on a timely basis.
  • Custody
    • Where we provide custody of title documents belonging to you, we:

a.      will charge for such services separately from our other fees, on the basis stated in the section titled Fees;

b.      will provide you with annual statements or records of title documents and;

c.       may appoint sub-custodians to undertake the arrangements for the custody of your title documents.

  • Client money
    • We do not hold client money.
  • Force Majeure
    • Neither of us will be liable to the other for any delay or failure to fulfil obligations caused by circumstances outside our reasonable control.
  • Assignment
    • Neither of us may transfer nor assign any rights or obligations under the Engagement Letter without the prior written consent of the other party.
  • Notwithstanding clause 26.1, we may use sub-contractors where we consider it appropriate to do so in connection with the provision of the Services and you hereby authorise us to release such information as we consider necessary to enable any such sub-contractors to perform the tasks requested of them.  For the avoidance of doubt, no use of sub-contractors will affect our duties or obligations to you under the Engagement Letter in any way and clause 13 shall not apply in relation to any such use of sub-contractors. 
  • Quality assurance
    • As a matter of routine, we carry out quality assurance procedures on work performed by our staff and partners. If at any time you wish to discuss with us how our Services to you could be improved, or if you are dissatisfied with the Services you are receiving, please let us know by writing to the Managing Partner (Peter Nicholls) at [email protected]
  • We undertake to look carefully and promptly into any complaint and to do all we can to explain the position to you.  If we have given you a less than satisfactory service, we would like the opportunity to do what we can to put it right.  Ultimately, you may take up matters with the Institute of Chartered Accountants in England and Wales.
  • Data Protection Act 2018
    • For the purpose of these Terms and Conditions of Business, the terms ‘controller’, ‘data subjects’, ‘personal data’, ‘processor’ and ‘process’ shall have the meaning given to them by the Data Protection Directive 95/46/EC, the European Union Regulation 2016/679 or any relevant successor legislation in the United Kingdom, as applicable.
  • This clause 28 applies to all personal data processed by the parties in connection with the Services and any personal data derived from it (‘Relevant Personal Data’).
  • Unless stated otherwise in the Engagement Letter or elsewhere agreed in writing by the parties, each party acts as a controller concerning the Services. 
  • Each party shall comply with all data protection legislation applicable to it (‘Data Protection Law’) when processing Relevant Personal Data.  Each party undertakes not knowingly to cause the other to breach Data Protection Law.  In particular, the Client Party shall ensure (i) where Bessler Hendrie is acting as a controller in providing the Services, that any individual, whose personal data the Client Party (or another entity on behalf of the Client Party) is to disclose to us, is provided with the Privacy Policy; and (ii) in any event, that any disclosure of Relevant Personal Data to us complies with Data Protection Law.
  • In signing the Engagement Letter you also confirm that you are willing to receive unsolicited marketing material from Bessler Hendrie.  Please contact your engagement partner at Bessler Hendrie should you no longer wish to receive such materials.
  • Bessler Hendrie as processor

29.1  Where Bessler Hendrie acts as a processor in providing the Services, it will process personal data on behalf of the Client Party (‘Client Personal Data’) and the Client Party will be the controller.  In such circumstances Bessler Hendrie shall:

a)      only process Client Personal Data on behalf of the Client Party in accordance with the Engagement Letter and other written instructions received from the Client Party from time to time, unless otherwise required by applicable Data Protection Law.  Bessler Hendrie shall notify the Client Party if it believes that the instructions infringe Data Protection Law unless informing the Client Party is prohibited by law on important grounds of public interest.

b)      keep Client Personal Data confidential and implement appropriate technical and organisational security measures (including imposing confidentiality obligations on all staff working with Client Personal Data) to ensure a level of security appropriate to the risks that are presented by the processing of Client Personal Data, in particular accidental loss and unlawful processing.  In case of a data breach which we reasonably believe affects Client Personal Data, Bessler Hendrie shall notify the Client Party without undue delay after having become aware of it. 

c)      (i) assist the Client Party in ensuring compliance with the European Union Regulation 2016/679, (ii) provide the Client Party with all information necessary to demonstrate compliance with Data Protection Law; and (iii) allow for and contribute to audits, including inspections and information requests, conducted by the Client Party or an auditor mandated by the Client Party for which Bessler Hendrie will keep records of its processing activities performed on behalf of the Client Party. 

29.2  Subject to the requirements of applicable law and regulation, where Bessler Hendrie is acting as a processor in providing the Services Bessler Hendrie shall, at the Client Party’s request, delete or return all Client Personal Data after termination of the Services. 

29.3  Bessler Hendrie shall implement measures to assist the Client Party in complying with the rights of data subjects. 

29.4  Bessler Hendrie may, at its discretion, charge to the Client Party any reasonable costs that we incur in respect of discharging any of our obligations under any of clauses 29.1 (c)(iii), 29.2 and 29.3.

30.    International Data Transfers

30.1  To the extent that the processing of Relevant Personal Data under clause 28 or of Client Personal Data under clause 29 involves the transfer of such Relevant Personal Data or Client Personal Data to a territory that does not provide an adequate level of protection, the parties undertake to implement appropriate safeguards in accordance with Data Protection Law and to that effect the relevant standard data protection clauses adopted by the European Commission and valid from time to time are incorporated by reference and will be deemed to be binding on the parties.

31.    Money Laundering Regulations

31.1  The Client Party acknowledges that Bessler Hendrie is under an obligation to apply client identity due diligence measures under The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the ‘ML Regulations’). The Client Party further acknowledges that personal data it has provided (or which it provides) to Bessler Hendrie for the purposes of the ML Regulations will only be processed for the purposes of preventing money laundering or terrorist financing or as otherwise permitted under applicable law or for the purpose of the provision of the Services and will be retained in accordance with the requirements of the ML Regulations.

31.2  Using the personal data provided, Bessler Hendrie may undertake an identity check, in line with the ML Regulations, using SmartSearch or a similar online provider of anti money laundering services. This process is a soft credit check that will be recorded on each individual’s credit report so that there is a transparent record of who has been viewing their credit history, however it does not leave a visible footprint on their credit report, it is not visible to lenders and does not affect their credit score.

32.    Choice of Law

32.1  UK legal jurisdictions allow parties to choose the law applicable to a contract. This Engagement Letter will be subject to law in England, unless we agree with you in writing that some other law will apply before the start date of this Engagement Letter. The applicable Courts shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Engagement Letter and any matter arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

33.    Provision of Services Regulations 2009

33.1  Bessler Hendrie is registered to carry out audit work in the UK by the Institute of Chartered Accountants in England and Wales.  Details of our audit registration can be viewed at www.auditregister.org.uk under the reference number C005988512.

33.2  Our professional indemnity insurers are Royal & Sun Alliance of St Mark’s Court, Chart Way, Horsham, West Sussex  RH12 1XL..

          The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any Court in the United States of America or Canada.