This page sets out our general terms and conditions of business. By agreeing to engage us to provide tax advisory services, you agree to accept these terms and conditions.
General terms and conditions of business
These General Terms and Conditions of Business shall apply to all engagements for professional services and advice (“the Services”) provided to you by Alan Moore Tax Consultants (“AMTC”).
The scope of our work and our liability to you in respect of this engagement will be set out in our Engagement letter which incorporates these terms.
Should any of the terms of our specific Engagements as set out in the Specific Services Appendices or Engagement Letter conflict with these general terms, the terms in Specific Services Appendices or Engagement Letter shall prevail over the General Terms and Conditions of Business.
“Client”, “your” or “you” means the person, firm or company to whom our Engagement Letter is addressed and to whom the Services are provided.
“Engagement” means agreement between the Client and AMTC for the provision of the Services upon the Engagement Term (or any written variation thereto agreed between Client and AMTC).
“Engagement Letter” means the letter which covers detail of the service we are to provide and these General Terms and Conditions of Business.
“Engagement Terms” means the terms contained (or referred to) in our Engagement Letter (of which these General Term and Conditions of Business form part).
“Intellectual Property Rights” means patents, trademarks, design rights (whether registerable or otherwise), applications for any of these, copyrights, database rights, trade or business names and other similar rights or obligations whether registerable or not in any country.
Whenever we use the title “Partner”, whether in these General Terms and Conditions of Business or otherwise during the course of the dealings with you, that title refers to a member of AMTC (or someone holding a similar level of authority within our organisation).
For the avoidance of doubt, by using the title “Partner”, the individual member (as opposed to AMTC) shall not be taken to owe or to have assumed a duty of care or legal responsibility to you (or to any other person) in relation to the work carried out.
The expressions “our”, “we” or “us” in these general terms means AMTC, its members, directors, staff and agents, and in all cases any successor or assignee.
“Service” shall mean the reports, advice and/or other services to be provided by AMTC pursuant to the Engagement (or any part of them) as described or referred to in our Engagement letter.
“Specific Service Appendices” means the detailed appendices that set out the specific service we are to offer as well as respective rights and responsibilities of both the Client and AMTC. These Appendices should be read in conjunction with these General Terms and Conditions of Business as well as any covering letter accompanying them.
Our fees are mainly computed on the basis of the time spent on your affairs by the members and staff, and on the levels of skill and responsibility involved.
Unless otherwise agreed before work commences on each occasion, our fees will be:
(a) Charged separately for each of the main classes of work;
(b) Billed on account as the work progresses with a final bill on completion.
Our hourly charge-out rates (January 2010):
Where applicable, VAT is also added at 23%.
Fees are payable within 14 days of the presentation of the fee note. We reserve the right to charge interest for late payment at the rate 8% above base rate, calculated from 14 days after the date of presentation of the fee note.
If it becomes necessary for us to withdraw from the Engagement for any reason our fees for work performed up to that date will be payable by you.
It is our policy that new or additional work should not be commenced until any significant overdue fees have been settled.
Information you must provide
You will provide us with all necessary documentation and information required in order to enable us to complete the Services, as specified in our Services Appendices or Engagement Letter.
You confirm that the information so provided to us is complete and accurate for the purposes of the Engagement and you acknowledge that we may rely upon it.
Intellectual property rights
The Intellectual Property Rights in all materials provided to you, or otherwise generated during the course of carrying out the Engagement shall remain the property of AMTC. No report, document or publication produced by us (in whatever form) may be reproduced, in whole or in part, without our prior written consent.
Confidentiality and publicity
We will keep confidential all information (whether provided orally, in written or in any other form) which you provide to us for the purposes of the Engagement. We will, however, be free to use any skill, know-how or methodologies employed in performing the Services when performing Services. In particular, AMTC shall, subject to complying with its obligations under this clause, be free to act for clients whose interests compete with oppose yours without having to obtain your consent to it so doing.
You will keep confidential any know-how, methodologies or technology used by us to carry out the Services.
We will obtain your permission in advance before publicising work undertaken on your behalf. However, we assume the right to refer to you in proposals or other similar submission made to prospective clients unless you write to us expressly prohibiting such disclosure.
All reports, advice and/or other services provided by us to you are provided solely for your use and for the specific purposes set out in the Engagement Letter. Save as expressly agreed to the contrary with us, they should not be disclosed or provided to any third party without our prior written consent. In the absence of such consent and an express assumption of responsibility, no responsibility whatsoever is accepted by us for any consequences arising from any reliance upon our work by any person other than person to whom our engagement letter is addressed.
You agree that it will be sufficient compliance with our duty of confidentiality for us to take such steps as we in good faith think fit to preserve confidential information both during and after termination of this agreement.
The provision in this section restricting disclosure of confidential information shall not apply to any information which:
(a) Is or becomes public knowledge other than as consequence of breach of the Engagement Terms;
(b) Is already in the possession of other party without restriction before the date of receipt from the disclosing party; or
(c) Is required to be disclosed by any applicable law, regulatory authority or order of a court of competent jurisdiction or enforceable request of any recognised stock exchange or other competent authority (including the Inland Revenue), provided that such disclosure is limited to the minimum necessary to comply with such disclosure obligation.
Unless the context otherwise requires, words and phrases in this paragraph shall have the meaning given to them by European Directive 95/49/EC irrespective of the place of the residence of any relevant individuals.
During the Engagement we may process on your behalf any personal data you have provided to us. Any such processing shall be in accordance with, and subject to, your instructions except as described below. We will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we sub-contact any processing (for example, in the case of external storage of data). Your instructions are taken to include the use by us, where appropriate, of independent contractors for data and file storage, back-up, destruction and the like, in accordance with the foregoing.
We may from time to time use the contact details you and your representatives have provided to us to send invitations, marketing materials, updates or other publications that we feel may be of interest and to organise associated events as well as business meetings. Should any individuals not wish to receive marketing communications, please notify your contact at AMTC.
It is also a term of the Engagement that any personal data supplied by us to you about our employees and/or any third parties may only be used for the express purposes for which that information is provided to you.
We may in the course of other professional services sets out in the Specific Service Appendices or Engagement Letter, assist you with regard to exempt regulated activities which are incidental to the other professional services.
Neither AMTC nor the Client shall offer employment to any member, officer or employee working on the Engagement or introduce or solicit any such person to take up employment with the party; nor shall either party use services of any member of the other party’s staff as a consultant, either independently or via a third party, for a period of 6 months following the end of the involvement by the individual concerned with any work pursuant to the Engagement.
Where employment is offered in breach of this term within 6 months following the end of the involvement by the individual, the party in breach will be liable to pay the other party damages equal to four months’ fees for the person concerned.
We shall not be responsible for any delay to the performance of the Services, where such delay is caused by matters beyond our control.
Save as is provided below, the Engagement Terms and the Services provided pursuant to them shall be governed by and interpreted in accordance with Irish law.
Save as is provided below, AMTC and the Client irrevocably agree that the Courts of Ireland shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the Engagement Terms and/or the Services to which they related.
We want to ensure that your affairs are handled in the most efficient way. If you are dissatisfied with any part of our service please tell us.
If you have a complaint about any aspect of our service which cannot be resolved to your satisfaction through the person responsible for your affairs, the circumstances of your complaint should be brought to the attention of the senior staff member of the office with whom you normally deal. There this person is the same person responsible for your affairs, then the complaint should be brought to the attention of the standards partner.
We undertake to look into any complaint you have 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 course take the matter up with the IRISH TAXATION INSTITUTE (www.taxireland.ie).
You agree that you will not take action or commence any proceedings against AMTC without first addressing you complaint to us in accordance with our complaints procedure.
The Engagement may be ended by either party as specified in this section.
In the event that either party is in material or persistent breach of any of the Engagement Terms the other party may terminate the agreement if, upon the expiry of the 14 days after serving a written notice on the party in default specifying any such breach, steps have not been taken to remedy the breach to the satisfaction of the party not in default.
In the event that the one party compounds with or negotiates with its creditors or allow any judgement against it to remain unsatisfied for seven days or calls any meeting of its creditors or has a receiver of all or any of its assets appointed or enters into any liquidation, the other party may terminate the agreement immediately by written notice.
Subject to the following paragraph, either party may give 21 days notice of termination to the other party in writing.
We shall be entitled to charge, and be paid, for Services rendered pursuant to the Engagement Terms up to the date of termination, including expenses and disbursements reasonably incurred up to that time and the termination of the Engagement shall not operate to affect any provisions which either expressly (or by implication) survive such termination.
Having regard to our interest in limiting the personal liability and exposure to litigation of our members and employees, you agree not to bring any claims of any kind against any of our member or employees personally in relation to the performance of the Services unless the claim arises from the fraud, dishonesty or illegal acts of our members or employees (but this will be not exclude or limit the liability of AMTC for the acts or omissions of its members or employees performed within the scope of their authority or contract of employment as the case may be).
During the performance of the Engagement, we may (unless you expressly ask us not to do so) communicate with you (and with others for the purpose of the Engagement), electronically. You accept that the electronic transmission of information cannot be guaranteed to be secure or free from error and it remains your responsibility to carry out virus checks of any attachments before launching any documents (howsoever received).
Any notice to be given by any party in relation to the Engagement shall be in writing and sent by facsimile or by prepaid registered post and shall be deemed duly served when dispatched (in the case of facsimile) or 48 hours after posting (in case of prepaid registered post).
Assignment and sub-contracting
You shall not assign the whole or any part of the benefit or in any way transfer the obligations contained in the Engagement Terms, without obtaining our prior written consent.
We shall not be entitled to sub-contract any of the Services without your prior consent.
The Engagement Terms, together with any agreed written variations thereto, set out the entire agreement between Client and AMTC and supersede all prior representations, agreements, negotiations or understandings, whether oral or in writing, other that any misrepresentation which is made fraudulently.
No person other than the parties to the Engagement Terms, their respective successors and assignees, shall have a right to enforce any of the Engagement Terms, except to the extent that the Engagement Terms expressly provide for such Act to apply to a particular term or terms.
Conflicts of interest
You agree that we may reserve the right to act during this Engagement for other clients whose interest are or may be adverse to yours.
Should any of the individual Engagement Terms (including these general terms) be declared void, illegal or otherwise unenforceable, the reminder shall survive unaffected.