Hodgsons is the trading name of James Hodgson Limited. The company’s registered office is 48 Arwenack Street, Falmouth TR11 3JH. Company Number 13513406.
Principal place of business for the purpose of Section 4 Business Names Act 1985: 48 Arwenack Street, Falmouth TR11 3JH
In accordance with the disclosure requirements of the Provision of Services Regulation 2009, our professional indemnity insurer is Royal and Sun Alliance plc, St Mark’s Court, 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.
VAT number 395 5586 38
1.1 As required by the Provision of Services Regulations 2009, details of the firm’s professional registrations can be found at www.hodgsons.uk.com
1.2 We will observe and act in accordance with the bye-laws and regulations of the Institute of Chartered Accountants in England and Wales together with their code of ethics. We accept instructions to act for you on this basis. In particular, you give us authority to correct errors made by HM Revenue and Customs where we become aware of them. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
1.3 This engagement letter is governed by and constituted within English law.
Professional indemnity insurance
1.4 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Intact Insurance UK Limited (No. 00093792) Registered in England and Wales at 22 Bishopsgate, London, EC2N 4BQ. 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.
2.1 Since we are not authorised by the Financial Conduct Authority then we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you.
2.2 Such advice may include:
2.3 For corporate clients we may also, on the understanding that the shares or other securities of the company are not publicly traded:
2.4 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 in respect of exempt regulated activities undertaken.
2.5 In relation to the conduct of insurance distribution activities, we are an ancillary insurance intermediary. Where the firm is providing insurance distribution services (including Fee Protection), we are not authorised by the Financial Conduct Authority. However, we are included on the Register maintained by the Financial Conduct Authority so that we can carry on insurance distribution activity, which is broadly the advising on, selling, and administration of insurance contracts. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Institute of Chartered Accountants in England and Wales. The register can be accessed via the Financial Conduct Authority website at http://www.fca.org.uk/register.
Auto Enrolment
2.6 We are not authorised by the Financial Conduct Authority or our Institute to advise in respect of the most appropriate pension provider for your Auto Enrolment scheme. We will not be responsible for any assessment and will not conduct any due diligence on suitable schemes.
2.7 We will not be liable for any loss arising out of or in connection with the engagement, in contract, tort, by statute or otherwise unless the loss is primarily caused by gross negligence or wilful default.
Financial Promotions
2.8 To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment and we would wish to inform you of this. We may therefore contact you in such circumstances, but would only do so in our normal office hours of 9.00am to 5.00pm. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.
3.1 We are not licensed or authorised for the reserved legal activity of non- contentious probate. Any work we do for you on closely aligned activities, such as estate administration or inheritance tax advice, will not be covered by a relevant Probate Compensation Scheme and you will not have access to the Legal Ombudsman, nor is our advice covered by legal professional privilege.
4.1 In some circumstances, commissions or other benefits may become payable to us or to one of our associates in respect of transactions we or such associates arrange for you, in which case you will be notified in writing of the amount and terms of payment. See Key Facts for whether the fees that would otherwise be payable by you will or will not be abated by such amounts. If we reduce the fees that we would otherwise charge by the amount of commission retained, we will apply the HMRC concession which allows VAT to be calculated on the net fee after deduction of the commission. 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.
5.1 We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.
5.2 In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £100. Any such interest would be calculated using the prevailing rate applied by HSBC Bank plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.
5.3 If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.
5.4 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. In the unlikely event of us holding any unclaimed monies we reserve the right to pay such monies to a registered charity in line with the guidelines set out in the Clients’ Money Regulations referred to above. We will not do this unless we have been unable to contact you for at least five years and we have taken reasonable steps to trace you and return the monies.
6.1 Our fees are computed on the basis of time spent on your affairs by the principals and our staff, and on the levels of skill and responsibility involved. Disbursements represent travel, accommodation and other expenses incurred in dealing with your affairs.
6.2 If it is necessary to carry out work outside the responsibilities agreed with you for each service, we will advise you in advance. Any additional work will involve additional fees. Accordingly, we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.
6.3 Invoices are payable in full (including disbursements) in accordance with the terms set out on the invoice. If you do not accept that an invoiced fee is fair and reasonable you must notify us within 10 days of receipt, failing which you will be deemed to have accepted that payment is due.
6.4 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.
6.5 If a client company, trust or other entity is unable or unwilling to settle our fees, we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client, and we shall be entitled to enforce any sums due against the group company or individual nominated to act for you.
6.6 Insofar as we are permitted to so by law or by professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
6.7 In the event that this firm ceases to act in relation to your company’s affairs you agree to meet all reasonable costs of providing information to the company’s new advisers. In particular, you agree to meet these costs where we are required by law to provide information to a successor firm.
6.8 We offer you the facility to pay your professional fees by instalments of less than 12 months. We do not charge any interest or charges (except for default charges). As these terms have been agreed after 18th March 2015, this instalment agreement is not a regulated credit agreement.
7.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you if requested. Documents and records relevant to your tax affairs are required by law to be retained as follows:
Individuals, trustees and partnerships:
7.2 We reserve the right to destroy records twelve months after the statutory deadline. All records retained after that date are retained at your risk.
8.1 Either party may terminate the engagement by giving not less than one month’s notice in writing.
8.2 We may terminate the engagement immediately where:
8.3 Upon termination, we shall be entitled to payment for all work undertaken and expenses incurred up to the date of termination.
8.4 We will endeavor to agree to suitable arrangements for completion or transfer of work in progress but shall not be responsible for any consequences arising from our appointment ending.
8.5 If we resign or are asked to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
9.1 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 adverse to yours, subject to Clause 9.2 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
9.2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the code of ethics of the Institute of Chartered Accountants in England and Wales which can be viewed as part of the Regulations and Guidance at www.icaew.com/regulations.
10.1 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.
10.2 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms. You may additionally need to consider your data protection responsibilities.
10.3 You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
10.4 In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.
10.5 You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
10.6 We will inform you of the proposed use of a subcontractor before they commence work, except where your data will not be transferred out of our systems and the subcontractor is bound by the confidentiality terms equivalent to an employee.
10.7 If we use external or cloud-based systems, we will ensure confidentiality of your information is maintained. Every effort will be made to ensure that the cloud based systems store data within the EEA, however, this may not always be possible.
10.8 This clause applies in addition to our obligations as to the data protection below.
11.1 As part of our ongoing commitment to providing a high quality service, our files are periodically subject to an independent regulatory or quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.
Dealing with HM Revenue & Customs
11.2 When dealing with HM Revenue & Customs on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information regarding ‘Your Charter’, please refer to HM Revenue & Customs’ current guidance available through GOV.UK. To the best of our abilities, we will ensure that HM Revenue & Customs meet their side of the Charter in their dealings with you.
11.3 We will take account of the steps and checks suggested by HM Revenue & Customs in their ‘Agent Toolkits’. While use of the Toolkits is voluntary, we will ensure that our quality control procedures match or enhance the suggestions in the Toolkits so that, in the unlikely event that HM Revenue & Customs consider any of your tax returns with which we assist to be inaccurate, we will be able to help you demonstrate to HM Revenue & Customs that reasonable care has been taken in the preparation of the return, thereby significantly reducing the possibility of an inaccuracy penalty being imposed. To further reduce the possibility of an inaccuracy penalty, you will remain responsible for maintaining good quality supporting records for each return, for providing us with all relevant information and explanations and for acting on any advice that we give you.
12.1 We are committed to providing you with a high quality service that is both efficient and effective. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by contacting Mr James Hodgson on 01326 317785.
12.2 We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may of course take up the matter with the Institute of Chartered Accountants in England and Wales.
12.3 Where appropriate and where complaints cannot be resolved through our internal complaints procedure, we may provide details of an Alternative Dispute Resolution provider. This is supplementary to your right to refer complaints to the Institute of Chartered Accountants in England and Wales.
12.4 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement letters. We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:
13.1 This engagement letter is governed by and construed in accordance with English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. 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 inappropriate forum, or to claim that those courts do not have jurisdiction.
13.2 If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.
14.1 We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in the law or your circumstances.
14.2 We will accept no liability for losses arising from changes in the law or the interpretation thereof, practice or public policy that are first published after the date on which the advice is given to the fullest extent permitted by applicable law.
15.1 We will use reasonable endeavours to undertake agreed work in sufficient time to meet applicable statutory and regulatory deadlines, provided that all information and explanations requested are supplied on a timely basis.
15.2 We shall not be liable for penalties, interest, surcharges or other costs arising where information required to perform the engagement is provided late, is incomplete, inaccurate or subsequently changed by you or third parties.
15.3 Failure to complete services before a regulatory deadline shall not in itself constitute negligence or create liability.
16.1 Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. However, internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise using internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication. We will never change our bank details without confirming this to you by posted letter. Any emailed or telephoned communications appearing to be from us which are not confirmed by post are fake and we accept no liability for any loss caused to you through accepting such communications as genuine. Similarly, always give us by hand or by post (as well as by email) details of your bank account.
16.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.
17.1 In providing services to you, we may use software applications, artificial intelligence (“AI”), machine learning tools and electronic search facilities to assist in the processing and analysis of information.
17.2 We will only use such systems in a manner consistent with our professional, legal, confidentiality and data protection obligations.
17.3 While we exercise reasonable skill and care when using such systems, we cannot guarantee that AI-generated outputs will be free from error. All significant advice and conclusions will remain subject to appropriate professional review and judgement.
17.4 Where personal data is processed through software or AI providers, we will ensure that appropriate contractual, technical and organisational safeguards exist in accordance with applicable data protection legislation.
17.5 If you object to our use of AI-assisted processing in the performance of services, you must notify us in writing. We reserve the right to adjust our fees where this materially increases the time required to perform the engagement.
18 Data protection
18.1 In this clause, “client personal data” means personal data provided to us by you, or on your behalf, for the purpose of providing our services under the engagement. “Data protection legislation” means all applicable privacy and data protection legislation and regulations in force in the United Kingdom from time to time, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, each as amended, replaced or updated.
Independent data controllers
18.2 Except where we expressly agree to act as a data processor, we and you will each act as independent data controllers in relation to client personal data. Each party will comply with the requirements and obligations applying to it under data protection legislation.
18.3 You will only disclose client personal data to us where you have a lawful basis to do so, have provided all information required to be given to the relevant data subjects, and have complied with the requirements of data protection legislation. You may refer data subjects to our privacy notice at the web address shown in Key Facts for information about how we process personal data.
18.4 We may process client personal data to provide our services, administer and develop our relationship with you, maintain and improve our records and services, prevent and detect crime, comply with legal, regulatory and professional obligations, and pursue our legitimate interests where those interests are not overridden by the rights of the relevant data subjects.
18.5 We may disclose client personal data to our professional advisers, service providers, software and cloud providers, regulators, law enforcement bodies, government agencies, other firms engaged to assist in providing our services, and any purchaser or prospective purchaser of all or part of our business, where this is reasonably necessary and legally permitted. Recipients will be subject to appropriate confidentiality and data protection obligations.
18.6 Some recipients or service providers may be located outside the United Kingdom. We will only transfer client personal data internationally where the transfer complies with data protection legislation. Where required, we will use an applicable adequacy decision or appropriate safeguards, such as the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another lawful transfer mechanism, together with appropriate technical and organisational measures.
18.7 We will maintain commercially reasonable and appropriate administrative, physical and technical safeguards designed to protect client personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
18.8 Where legally permitted and relevant to you, we will notify you promptly if we receive a material data subject request, complaint or regulatory communication relating to client personal data, or if we become aware of a personal data breach that is likely to affect you. We and you will provide reasonable cooperation to enable each party to comply with its obligations under data protection legislation.
18.9 Further information about our processing of personal data, including the rights available to data subjects and the contact details for data protection enquiries, is set out in our privacy notice.
Where we act as a data processor
18.10 Where we process personal data on your behalf as a data processor, the following provisions apply in addition to clauses 16.1 to 16.9. The subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subjects will be those described in the engagement letter, the relevant service schedule or other written instructions agreed with you.
18.11 As a data processor, we will:
18.12 You authorise us to appoint sub-processors where reasonably required to provide the services. We will ensure that each sub-processor is bound by written terms providing a level of protection for personal data that is materially equivalent to the relevant obligations in this clause. We will remain responsible for the performance of our sub-processors to the extent required by data protection legislation.
18.13 We will maintain a record of the categories of processing activities carried out on your behalf where required by data protection legislation.
18.14 You remain responsible for ensuring that your instructions to us, and your collection and disclosure of personal data, comply with data protection legislation. You will provide the information and assistance reasonably required for us to perform the services lawfully.
19.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
19.2 The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, your spouse nor any family member of yours or your employer, for any aspect of our professional services or work that is made available to them.
20.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 (MLR 2017) to:
20.2 We have a statutory obligation under the above legislation to report to the National Crime Agency (NCA) any reasonable knowledge or suspicion of money laundering. Any such report must be made in the strictest confidence. In fulfilment of our legal obligations, neither the firm’s principals nor may staff enter into any correspondence or discussions with you regarding such matters.
20.3 If you undertake business that requires you to be supervised by an appropriate supervisory authority to follow anti-money laundering regulations, including if you accept or make high value cash payments of €10,000 or more (or equivalent in any currency) in exchange for goods, you should inform us.
20.4 Any personal data received from you to comply with our obligations under the MLR 2017 will be processed only for the purposes of preventing money laundering or terrorist financing. No other use will be made of this personal data unless use of the data is permitted by or under enactment other than the MLR 2017, or we have obtained the consent of the data subject to the proposed use of the data.
21.1 Unless agreed specifically in a separate engagement letter, we are not responsible for your compliance with the International Tax Compliance (United States of America) Regulations 2013, produced as a result of FATCA.
In particular, we are not responsible for the categorisation of any UK entity into either a Financial Institution (FI) or an active or passive Non-Financial Foreign Entity (NFFE) nor, if a Financial Institution, for its registration with the US Internal Revenue Service (IRS) and subsequent submission of the required annual returns to HM Revenue & Customs.
21.2 However, if requested to do so we can provide advice on the completion of the forms supplied by Financial Institutions under these Regulations, or under Common Reporting Standards, and used by them to determine the status of an entity. We can also provide advice on setting up the appropriate systems to identify and report on your clients or beneficiaries who are foreign citizens affected by FATCA or Common Reporting Standards.
22.1 We will provide services as outlined in this letter with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default. 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 or respond promptly to communications from us or the tax authorities.
Further, we will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control. Subject to Clause 22.5 below, our liability to you shall be limited as set out in our engagement or other client letter.
22.2 You will not hold us, our principals/directors/shareholders and staff, 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. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. However, this exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.
22.3 You agree that you will not bring any claim in connection with services we provide to you against any of our partners/directors/shareholders or employees personally.
22.4 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 will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise.
This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it and our legal fees on an indemnity basis.
22.5 Where we introduce or refer you to another professional adviser, provider or third party and you engage them directly, responsibility for their work and advice rests solely with them. We accept no liability for any acts, omissions, negligence or breaches committed by such third parties.
22.6 Nothing in this agreement shall exclude or limit our liability for death or personal injury caused by negligence nor for fraudulent misrepresentation or other fraud which may not as a matter of applicable law be exclude or limited.
23.1 We will retain all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise. You may only use such rights to the extent we agreed when engaged to provide services to you and may not resell or sublicense such rights without our further prior consent.
23.2 You are not permitted to use our name in any statement or document that you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that in accordance with applicable law are to be made public.
24.1 Advice provided orally, in draft form or on an interim basis should not be relied upon until confirmed in writing. Final written advice shall prevail over any draft, interim or oral communication. Advice is valid only at the date given and should not be relied upon subsequently without confirmation that it remains current.
25.1 Our staff are assigned to you on the mutual understanding that neither party will offer employment to, nor employ, the staff of the other who have been involved during our assignment, or dealing with you, within twelve months, unless written consent has been obtained from either party. If such consent is given, either party reserves the right to bill an appropriate fee of 20% of the gross annual salary on appointment plus VAT.
26.1 If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
27.1 If we become aware of a dispute between the parties who own the business, or who are in some way involved in its ownership and management, it should be noted that our client is the business (unless we have agreed otherwise) and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties, we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors/partners/trustees. If conflicting advice, information or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken. In certain cases we reserve the right to cease acting for the business/client entirely.