These terms apply to all engagements unless varied in writing.
1. The company and these terms
1.1 Aubert & Merian Ltd is a private limited company registered in England and Wales under company number 17433550, whose registered office is at 13 Quex Road, Westgate-on-Sea, Kent CT8 8AT, and whose principal place of business is 1 New Square, Lincoln's Inn, London WC2A 3SA, from which it serves clients throughout the United Kingdom. In these terms, references to the company, we, us and our are references to Aubert & Merian Ltd, and references to you and your are references to the client identified in the relevant engagement letter.
1.2 These terms of business, together with the engagement letter issued for each matter, form the entire agreement between the company and the client. Where these terms and an engagement letter differ, the engagement letter prevails. No variation is effective unless made in writing and signed by a director of the company.
1.3 References to a director are to a director of Aubert & Merian Ltd. The company is not a partnership, and no professional title used by its directors or staff implies otherwise.
2. Our services
2.1 The services we provide are those set out in your engagement letter and no others. They may include accountancy, taxation compliance and advice, business consulting, and the coordination of your affairs with other professional advisers.
2.2 Our advice is given for your benefit alone, for the purpose of the engagement in question, and on the basis of the law and practice in force at the date it is given. It may not be relied upon by any other person, used for any other purpose, or disclosed to any third party without our prior written consent, save as required by law.
2.3 We do not provide legal advice, investment advice or regulated financial services. Where a matter requires the advice of lawyers, tax counsel, investment managers or other specialists, we will say so, and with your agreement we will instruct or coordinate with appropriately qualified and, where applicable, appropriately licensed advisers on your behalf.
2.4 The company does not itself provide trust or company administration services. Where a client requires such services, they are provided by independent undertakings under their own terms of engagement and their own regulatory arrangements, and the company's role is confined to introduction, coordination and the accounting and taxation work set out in the engagement letter.
3. Your responsibilities
3.1 You agree to provide us promptly with complete and accurate information relevant to the engagement, to inform us without delay of any change in your circumstances that may bear upon our work, and to respond to our requests within a reasonable time. Our work, and any deadlines for which we accept responsibility, depend upon your doing so.
3.2 Responsibility for the completeness and accuracy of accounting records, tax returns and other documents remains with you, notwithstanding our preparation of them, unless the engagement letter expressly provides otherwise.
4. Client identification and the prevention of financial crime
4.1 We are required by legislation for the prevention of money laundering, the financing of terrorism and other financial crime, in the jurisdictions in which we operate, to verify the identity of our clients, of those who own or control them, and of the source of funds and source of wealth relevant to an engagement. We cannot begin work, and may have to suspend or cease work, until these requirements are satisfied.
4.2 We may be obliged by law to report knowledge or suspicion of financial crime to the relevant authorities without informing you that a report has been made, and to withhold services while consent to proceed is awaited. We accept no liability for any loss arising from our compliance with these obligations.
4.3 You warrant that all funds and assets in respect of which we act are, and will remain, of lawful origin, and that nothing in the engagement is intended to facilitate the evasion of tax or the breach of any law of any jurisdiction. We reserve the right to terminate any engagement immediately where we have reason to believe otherwise.
5. Fees and payment
5.1 Our fees are set out in the engagement letter and reflect the time, skill, responsibility and urgency involved. Unless otherwise agreed, fees are charged on the basis described in the engagement letter, together with disbursements and applicable taxes.
5.2 Invoices are payable within [30] days of the date of issue. We may require payment on account. Interest may be charged on overdue amounts at [rate] above the base rate of [reference bank], and we reserve the right to suspend work, and to exercise a lien over papers and records in our possession, while amounts remain unpaid.
5.3 Fees payable to third parties, including lawyers, counsel and foreign advisers instructed with your agreement, are your responsibility and will be identified separately wherever practicable.
6. Confidentiality
6.1 We hold in strict confidence all information concerning your affairs acquired in the course of an engagement, and we will not disclose it except with your consent, to those engaged on your matters under equivalent duties of confidence, or where disclosure is required by law, by a regulator or by our professional obligations.
6.2 Confidentiality operates within the law. Nothing in these terms restricts any disclosure we are required to make under the laws of any jurisdiction in which we operate, including obligations of automatic exchange of information and the registration of beneficial ownership.
7. Conflicts of interest
7.1 We maintain procedures to identify conflicts of interest before accepting and during engagements. Where a conflict or potential conflict arises we will discuss it with you and, where it cannot properly be managed, we may be unable to act or to continue acting.
8. Data protection
8.1 We process personal data in accordance with applicable data protection law and with our privacy notice, which forms part of these terms and is available on request.
9. Communications and records
9.1 We may correspond by email and other electronic means unless you instruct otherwise, and you accept the risks inherent in electronic communication which are not within our reasonable control. We retain engagement records for the periods required by law and by our professional obligations, after which they may be destroyed without further notice.
10. Liability
10.1 We will perform the services with reasonable skill and care. Our aggregate liability to you in respect of any engagement, whether in contract, tort, breach of statutory duty or otherwise, is limited to the amount stated in the engagement letter or, where no amount is stated, to [amount].
10.2 We are not liable for indirect or consequential loss, loss of profit, loss of opportunity or loss arising from information that is incomplete, inaccurate or withheld, nor for the acts or omissions of third parties, including lawyers, counsel and banks, whom we instruct or with whom we coordinate on your behalf with reasonable care.
10.3 Your engagement is with Aubert & Merian Ltd alone. No director, employee or consultant of the company assumes personal liability for the services, and you agree not to bring any claim against any such individual personally. Nothing in these terms excludes or limits liability which cannot lawfully be excluded or limited, including liability for fraud.
11. Termination
11.1 Either party may terminate an engagement by written notice. We may terminate immediately where required by law or professional obligation, where fees remain unpaid, or where continuing would place the company in breach of any regulatory requirement. Fees and disbursements incurred to the date of termination remain payable, and clauses intended to survive termination, including those concerning confidentiality, liability and payment, do so.
12. Complaints
12.1 If any aspect of our service falls short of what you are entitled to expect, please raise the matter first with your client director and, should it remain unresolved, in writing with a director at our registered office. We will acknowledge, investigate and respond in accordance with our complaints procedure, a copy of which is available on request, and we will inform you of any right of recourse to the professional bodies of which the company or its principals are members.
13. General
13.1 If any provision of these terms is found to be invalid or unenforceable, the remainder is unaffected. A failure to enforce any provision is not a waiver of it. A person who is not a party to the engagement has no right to enforce any of its terms.
13.2 These terms and each engagement are governed by the law of England and Wales unless the engagement letter provides otherwise, and the courts of that jurisdiction have exclusive jurisdiction over any dispute, save that we may bring proceedings for the recovery of fees in any jurisdiction in which you are resident or hold assets.