These terms of business together with our Engagement Letter constitute our standard client agreement. Please read these documents carefully before instructing us.

References in these terms of business to “we”, “us”, “our” or “FF” relates to Forward Financials Limited.

Terms and conditions, including fees, detailed in our Letter of Engagement are valid for 28 days from the date of the Engagement Letter after which time we reserve the right to review and amend such terms and conditions.

Professional Rules and Practice Guidelines

We are bound by the ethical guidelines of the Association of Chartered Certified Accountants (“ACCA”) and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines.

Fees

Our fees are computed on the basis of time spent, use of existing intellectual property and level of skill/responsibility involved.  If it is necessary to carry out work outside the scope of the agreed Engagement, it will involve additional fees. Furthermore, once key features of our work have been agreed with you should you then wish to change these, additional fees will be chargeable on the basis of additional time spent.

Additional fees will also be incurred where our work is inhibited and additional time is incurred due to actions by you.  Examples of this include but are not limited to the following:

• Delays in the supply of information.
• Materially inaccurate/incomplete information supplied, resulting in us having to prepare/amend the information.
• Information not supplied by you, resulting in us having to prepare the information.
• Materially changing information once our work has commenced.
• Updated information, such as new Management Account data, should this necessitate amendment to already completed work.
• Difficulty in contacting Directors/key staff members.
• An event that materially changes the scope of the work agreed in this document, resulting in additional time being incurred.

A percentage of fees will be payable upfront for model builds and subsequent build stages.  Unless stated otherwise, other fees are payable within 14 days of invoice, subject to VAT at the prevailing rate.

Any expenses properly incurred by us shall be payable by you and will be invoiced at cost.

You are liable for any costs incurred by us in connection with the recovery of unpaid fees and we reserve the right to charge interest on overdue accounts at a rate of 6% per annum above the base rate of HSBC Bank plc from the date due until the late payment is received. However, it is not our intention to use these arrangements in a way that is unfair or unreasonable.

In addition to our fee, detailed within our Engagement Letter, in some circumstances, commissions or other benefits may become payable to us in respect of introductions or transactions we arrange for you. If this happens, you will be notified in writing of the amount and terms of payment. Unless stated otherwise in the Engagement Letter, you consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our or their being liable to account to you for any such amounts.  We would not, however, recommend a particular lender/service based upon such a commission/benefit but always provide you with options. The final choice of provider always rests with you.

Your Responsibilities

You are responsible for the preparation of financial information and statements and undertake to make available to us all the accounting records and related financial information, which we need to do our work.

You are responsible for ensuring that, to the best of your knowledge and belief, information provided to us is accurate and complete. You are also responsible for ensuring that the activities of the business/charity are conducted honestly, and for safeguarding the assets of the business/charity and for taking reasonable steps to prevent and detect fraud and other irregularities.

You agree to keep us informed of any material developments which may impact our Engagement.

You are responsible for ensuring that the business/charity complies with the laws and regulations that apply to its activities, and for preventing non-compliance and for detecting any that occurs.

Our Responsibilities

Whilst we expect to assist you in the presentation of information to third parties, we will not perform any verification work on it and do not take responsibility for any forecast data you provide. If we transmit such information to third parties for you, we will do so under an appropriate disclaimer notice.

We have a professional responsibility not to allow our name to be associated with financial information/statements which we believe may be misleading. Therefore, although we are not required to search for such matters, should we become aware that the financial information/statements may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and/or disclosures. In circumstances where these are not made or where we are not provided with appropriate information, and as a result we consider that the financial information/statements are misleading, we will withdraw from the Engagement.

As part of our normal procedures we may ask you to confirm in writing any information or explanations given to us orally during our work.

We will report to you or your team as detailed in the Engagement Letter and to the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than you for our work.

We will use accounting records, information and explanations supplied by you.  We will not audit this information in accordance with International Standards of Auditing (UK and Ireland) and do not provide any assurance that your accounting records/financial statements are free from material misstatement. Unless engaged to undertake a detailed systems review, our work is not designed to identify weaknesses in your systems but if we detect such weaknesses during the course of our work these will be relayed to you.

Any Director of FF signing your Engagement Letter will be the person primarily responsible for the provision of our Services. That Director has complete discretion to deploy other staff as deemed necessary or desirable to ensure appropriate delivery of our engagement.

Limitation of Liability

We will provide our services with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information or fail to supply any appropriate information or where you fail to act on our advice/respond promptly to communications from us.

You will not hold us responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement.

You agree that you will not bring any claim against any director in respect of any loss or damage suffered by you and arising out of, or in connection with, our services. You and we agree that any such director will have the right to enforce this term pursuant to the Contracts (Rights of Third Parties) Act 1999.

In terms of any working model built on your behalf, FF model formulae are protected as standard in order to safeguard the integrity of the model.  If you choose to remove, or ask us to remove, this protection FF accepts no responsibility for the ongoing integrity of the model and any resulting errors whether or not these are immediately apparent or embedded.  Remediation of any resulting errors will in most instances necessitate a review of the model in its entirety.  Such a review and remediation would be outside the scope of the model build Engagement and at a further cost to you.

Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

In terms of introducing you to lenders, we will, using our banking and professional contacts, make all reasonable efforts to introduce you to those that provide the most competitive deal and this will be based on your needs and the information made available to us at that time. However, to the fullest extent permitted by law, we cannot anticipate a change in deal appetite and pricing structures and cannot undertake an investigation of the entire lending market. We cannot therefore accept responsibility that there may potentially be more competitive alternatives and cannot be responsible for any loss to you in this regard.

Our liability, whether to you, your shareholders, bankers or any other party, of whatever nature, whether in contract, tort or otherwise, for any losses whatsoever and howsoever caused arising from or in any way connected with this Engagement shall be limited to twice our fee. It will furthermore be limited to a proportion of loss and damage which is just and equitable having regard to the extent of your own responsibility and that of any other party who may also be liable to you in respect of it.

Where there is more than one client party described in the Engagement Letter, the limit of our liability specified above will be allocated between all parties and the aggregate of all such allocations shall not exceed the limit. Any claims must be formally commenced within 2 years from the date of the Engagement.  

We acknowledge that the limit in respect of our total aggregate liability will not apply to any acts, omissions or representations that are in any way criminal, dishonest or fraudulent on the part of FF.

In accordance with our professional body rules we are required to hold professional indemnity insurance. In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is ARAG Plc, 9 Whiteladies Road, Clifton, Bristol, BS8 1NN. 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.

Electronic Communication

We may communicate with you by email. As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. The recipient is responsible for carrying out a virus check on attachments.

Internet communications may be corrupted and we accept no responsibility for changes to such communications after their despatch. We do not accept responsibility for any errors or problems that may arise through the use of the internet, and you accept all risks connected with sending commercially sensitive information relating to you.

In signing this Engagement, you also confirm that, as necessary, your data may be shared during our remote discussions when using technology including, but not limited to, Microsoft Teams/Zoom.

If you do not accept this risk, you should notify us in writing that the above forms of electronic communication are not acceptable to you.

Conflicts of Interest and Independence

We reserve the right during our Engagement with you to deliver services to other clients whose interests might compete with yours or are or may be averse to yours, subject to below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you.

FF, in completing an engagement, reserves the right to set working hours, place of work and to determine how the work is carried out. The relationship is not intended to be one of employment.

Confidentiality, Intellectual Property and Non-Solicitation

We confirm that where you give us confidential information, we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our Engagement.

In certain circumstances we will need to liaise with third parties, namely banks, financial institutions and other professionals. It will be necessary for us to disclose financial information to them in order for them to assist with/assess your project. By signing the Engagement Letter, you provide us with your informed written consent that we may disclose relevant data (including any relevant personal data).

FF shall retain ownership of the copyright and all other intellectual property rights in any spreadsheets or financial models built by us in the course of carrying out the Engagement. They are provided to you on a confidential and protected basis and must not be copied or used for any other purpose other than that in the Engagement.  Our Engagement Letter will state whether you are acquiring the working model or the output only from such a model.

You agree not to solicit the employment or engagement of any of our directors during our Engagement or for a period of 6 months of the Engagement coming to an end.

Data Protection

During the course of our Engagement, you may disclose personal data to us in order that we may provide our services to you. The processing of personal data is regulated in the UK by the EU General Data Protection Regulation 2016/679 “GDPR”, the Data Protection Act 2018 “DPA” and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) “PECR”, the latter relating to privacy and electric communications.

In providing our services, we act as an independent controller and are responsible for complying with Data Protection Law in respect of any personal data we process. Our privacy statement, which can be accessed at https://forwardfinancials.co.uk/privacy-policy/ explains how we process personal data.

You are also an independent controller responsible for complying with Data Protection Law in respect of the personal data you process. Where you disclose personal data to us you confirm it is fair and lawful and does not contravene Data Protection Law.

Should you require any further details regarding our treatment of personal data, please contact our Data Protection Manager, Delphine Paterson, at dp@forwardfinancials.co.uk.

Money Laundering Regulations

In common with all accountancy and legal practices, FF is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

• have due diligence procedures for the identification of all clients;
• maintain appropriate records of evidence to support customer due diligence; and
• report in accordance with the relevant legislation and regulations.

We are required to confirm the identity of each director and ultimate shareholder holding more than 25 per cent of the shares in respect of the business/charity prior to accepting your instructions. As part of our processes, we make use of checks via an online database known as Veriphy and will require the full name, date of birth and principal residential address details of each individual. For some individuals we will also require sight and copies of original identification.

Termination

We expect to continue to act on the Engagement until the matter is completed. However, either of us can bring the engagement to an end on 5 business days’ notice. We will not terminate the Engagement with you except for good reason (which would include non-payment of our fees and expenses) and upon giving reasonable notice.

If instructions are terminated before completion of the Engagement, you will be liable for all fees and expenses incurred to the date of termination.

You are not obliged to provide ongoing work to FF or its Directors and FF or its Directors are not obliged to accept such work.

Authorisation and Registration

Delphine Paterson, as lead Director of FF, is registered and holds a Practicing Certificates with her relevant professional accounting body ACCA.

Applicable Law

Our engagement with you is governed and interpreted with English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our Engagement Letter and terms of business and any matter arising from or under them. Each party irrevocably waives any right it may have to object to any 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.

Agreement of Terms

The terms set out in these Standard Terms of Business and the Engagement Letter shall take effect immediately upon your countersigning the Engagement Letter and returning it to us or upon the commencement of our work, whichever is the earlier. The Engagement Letter and Standard Terms of Business supersede any previous Engagement Letter and Standard Terms of Business. They will remain effective until replaced or terminated.

Changes to this notice

These Standard Terms of Business were last reviewed and updated on 13 March 2024.