We are RBCA Accounting Belfast

We are a high-quality growth Chartered Accountancy practice. We provide a full-service offering and are fully regulated by Chartered Accountants Ireland. This provides customers with confidence that we are fully trained, experienced, and capable of providing a quality service. If you are not happy there is also a formal complaints process.

In a rapidly changing world where there are pandemics, global conflicts, and all types of examples of poor leadership it’s great to know that you can turn to a trusted advisor for support that has a high level of integrity.

Our DNA is to consider your business needs and to offer real advice, opinions, and options that can make a difference to your long-term prosperity.
That could be planning to get a lower tax bill, providing assurance that your accounts are fully compliant with company laws, helping you get funding to buy that machine you need to expand, or helping you sell your business for maximum value. We want to add value to our customers.

The accountancy market has changed and continues to evolve. This can be daunting for customers. We have led the market in the adoption of cloud software, paperless working, and fast-friendly informal service models. For many customers, we have helped them on this journey by recommending and implementing systems alongside training and support. We continue to seek out the latest developments and as a customer of RBCA, you will hear about them first from us, being that tax changes or the latest application of AI to finance.

We have worked our way up. We understand what it is like to be small we also understand how hard it is to grow. We have worked in large organisations and understand the barriers to implementing change. We are in the business of making tax, accounting, and advice fun, friendly, and informal where we can because life is hard enough. If you don’t believe us, let us have a chat or call in and let us prove it.

The contract between us

The whole of the contract between you (the “Client” or “you”) and RBCA Limited (“us” or “we”) is described in the covering engagement letter, proposal and/or statement of work and any appendices and enclosures thereto other than these Terms of Business (“Engagement Letter”), and these Terms of Business, (together the “Contract”). Nothing we discussed prior to your signature of the Engagement Letter induced the Contract or forms part of it unless it is specifically set out in this Contract.  The printed terms of any purchase order and other communications issued by you in connection with the Services will not apply unless accepted in writing by us.  No-one is authorised to agree any variations in the Contract unless any variations are documented and agreed in writing between us.

 If we have already started work, then you agree that this Contract applies retrospectively from the start of our work.

 The definitions set out in these Terms of Business and the Engagement Letter shall have the same meaning throughout this Contract. If there is a conflict between these Terms of Business and the Engagement Letter (except where the Engagement Letter expressly modifies these Terms of Business), these Terms of Business govern.

 If any provision of the Contract is determined to be illegal, void or unenforceable in whole or in part, such provision or the affected part shall be deemed not to form part of this Contract but all other provisions together with the remainder of the affected provision shall remain in full force and effect.

The Contract is between you and us. You agree that your relationship is solely with us as the entity contracting with you to provide the Services. We neither owe nor accept any duty to any person other than you.  Notwithstanding the fact that certain Services under the Contract may be carried out by personnel provided to us through service or other agreements, you agree that you will not bring any claim or proceedings of any nature (whether in contract, tort, including, but not limited to, a claim for negligence, breach of statutory duty or otherwise) in any way in respect of or in connection with this Contract against us (including our directors, employees and owners) or subcontractors that we may use to provide the Services.  The foregoing exclusion does not apply to any liability, claim or proceeding founded on an allegation of fraud by us or any subcontractor or other liability that cannot be excluded under Northern Irish law.

 This Contract does not make either of us an agent or legal representative of the other, nor does it create a partnership or joint venture. In providing the Services, we are acting as an independent contractor.

 Neither of us may assign or otherwise transfer the benefit of this Contract without the prior express written consent of the other, except that we may assign the benefit of this Contract to any entity that is related to us (including subsidiaries, other related entities and any successor to our business). Further, neither of us will directly nor indirectly agree to assign or transfer any claim against the other arising out of this Contract to any other person.   

Limitation of third-party rights

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.

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 for any aspect of our professional services or work that is made available to them.

This Contract can be varied without any third party’s consent.

Applicable law

This engagement letter shall be governed by, and construed in accordance with, Northern Irish law. The Courts of Northern Ireland shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter (including the firm’s terms of business) 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.

Quality of service

We aim to provide you with a fully satisfactory service and your engagement director will seek to ensure that this is so.  If, however, you are unable to deal with any difficulty through him/her and his/her team please contact one of our other directors.  We undertake to look into any complaint carefully and promptly and to 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 Chartered Accountants Ireland (CAI) by whom we are regulated.

Client monies

It is our policy not to hold client money, except in exceptional circumstances. 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 CAI.

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 £25. Any such interest would be calculated using the prevailing rate applied by Northern Bank Limited for small deposits subject to the minimum period of notice for withdrawals.

We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed and the client to which they relate has remained untraced for five years or we as a firm cease to practise, then we may pay those monies to a registered charity.

Investment advice – exempt regulated activities

Although we are not authorised by the Financial Conduct Authority to conduct Investment Business, we are licensed by CAI to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.

Such assistance may include the following:

advising you on investments generally, but not recommending a particular investment or type of investment;

referring you to a Permitted Third Party (PTP) (an independent firm authorised by the FCA) and assisting you and the authorised third party during the course of any advice given by that party. This may include comment on, or explanation of, the advice received (but we will not make alternative recommendations). The PTP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.

advising on the sale of a contractually based investment other than disposing of any rights or interests which you may have as a member of a personal pension scheme;

advising and assisting you in transactions concerning shares or other securities not quoted on a recognised exchange; and

managing investments or acting as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

We may also, on the understanding that the shares or other securities of the company are not publicly traded:

advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;

arrange any agreements in connection with the issue, sale or transfer of the company’s shares or other securities;

arrange for the issue of the new shares; and

act as the addressee to receive confirmation of acceptance of offer documents etc.

If you are dissatisfied in any way with our services described in this section, you should follow the procedures set out in the “Quality of Service” section above. 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 payment terms

Our fees may depend not only on the time spent on your affairs by our directors and staff and on the levels of skill and responsibility involved, but also the level of risk identified, and any advice provided. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and will be due within 14 days of presentation (the Due Date).

Whenever appropriate we will agree a fee budget with you in advance of commencing work. The budget will be based on the assumption that we have timely access to the information and personnel that are required to complete the contract in a cost-effective manner and in accordance with relevant deadlines. We will advise you of delays or unexpected problems as they arise and will estimate their effect on the fee budget which, in the case of delay occasioned by you or by causes beyond our control and requiring urgent action, may not be known prior to work being undertaken. Provision of a fee budget is not a commitment to perform the Services for a fixed fee or within a fixed timeframe unless specifically stated in the Engagement Letter.

If it is necessary to carry out work outside the responsibilities outlined in this letter it 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.

Our fees will exclude out of pocket expenses. Out of pocket expenses (plus VAT (if applicable)) will be billed as incurred for reimbursement by you, unless otherwise agreed.

Our terms relating to payment of amounts invoiced and not covered by advance payments, where appropriate, are strictly 14 days net. We reserve the right to charge interest on all overdue debts at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.

Invoices shall be paid in full in the currency of the invoices and without any deduction, set off or counterclaim. We reserve the right to suspend services or any part if payment is not received by the Due Date. If you dispute any portion of an invoice, you must notify us within 7 days of receipt of the disputed invoice and pay any undisputed portion of that invoice by the Due Date.

Except insofar as we are not permitted to do so by law and professional guidelines, we reserve the right to exercise a lien over all documents, funds and records in our possession relating to this Contract until all outstanding fees and disbursements are paid in full.

We may vary any time and materials fee rates stated in the Engagement Letter by giving you not less than 14 days written notice of the variation. Variations may include increases arising as a result of the promotion of personnel assigned to the Services.  Charges quoted in the Engagement Letter relate to the provision of Services at the location or locations stated in the Engagement Letter.  Any changes in location may result in a change to the applicable charges.

We will be entitled to receive all charges incurred up to the date of termination of this Contract for any reason.

Retention of and access to records

During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following completion of our related work.

Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document, you must notify us in writing.

Proceeds of Crime Act 2002 and Money Laundering Regulations

In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 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.

Electronic communication and data storage

We are a cloud based accounting firm, meaning that we use a number of cloud/internet-based software suppliers that we deem appropriate in assisting us to deliver our services. Accordingly, your records may be stored electronically using a number of third-party public cloud service providers.

We advise that no computer system is free from risk of data breach or loss. By accepting our terms of business, you are also accepting the software suppliers’ terms of business and are approving us to use such suppliers as required. We will not be liable to you for any delay or failure to perform our obligations under this engagement letter or for any data breach or loss, if the delay, failure, breach or loss is caused by circumstances outside our reasonable control and/or due to a failure of our cloud/internet software providers.

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 through the use of 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 internet communication is not an acceptable means of communication.

It is the responsibility of the recipient to carry out appropriate virus checks on any attachments received.

Access to your systems by our personnel will be subject to such conditions as you in the exercise of your reasonable discretion consider necessary to protect the security and integrity of your data and systems. We each recognise that the internet is inherently insecure; that data can become corrupted, communications are not always delivered promptly (or at all) and that other methods of communication may be appropriate.  In addition, electronic communications and the internet are prone to contamination by viruses.  We each recognise these hazards and so each of us will be responsible for protecting our own systems and interests and neither of us will 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 e-mail) or the internet as a form of communication or from our personnel’s access to your networks, applications, data or other systems. 

Data Protection

To enable us to discharge the services agreed in this Contract, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you, your business, company, partnership, shareholders, members, officers and employees (as appropriate) as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.

You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within this engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.

Our privacy notice, (which can be found on our website at www.rbca.co) explains how we process personal data in respect of the various services that we provide.

Confidentiality

Where you give us confidential information, we confirm that we shall at all times keep it confidential, other than as required by law, by our insurers, or as provided for in regulatory (including external peer reviews), ethical or other professional statements relevant to our engagement. This will apply during and after this engagement.

We may subcontract elements of our work to other professionals, were we deem this appropriate. Any subcontractors are also bound by our client confidentiality terms.

External review

As part of our ongoing commitment to providing a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced and professional people and, of course, are bound by the same rules for confidentiality as us.

Personnel

Each party will be responsible for ensuring that its staff involved with the provision and receipt of the Services have the appropriate skills and experience. Whilst we shall attempt to comply with the Client’s request for specific individuals, the appointment of all personnel to perform the Services and the nature and duration of their assignment shall be made as we consider appropriate.

We may request at any time the removal of (and the requested party will remove as soon as reasonably practicable) any person assigned by the Client to perform any tasks in relation to the Services where we: (i) reasonably believes such person is not adequately qualified to perform such tasks or is incompetent; and (ii) has previously provided the Client with prior written notice of the problem and a reasonable opportunity to remedy the situation and the problem has not been remedied.

The Client agrees not to offer employment to or solicit our personnel who within 6 months of such action have been involved directly in the Services or otherwise connected to this Contract (except where an individual responds directly to a general recruitment campaign) nor knowingly use the services of any such personnel (either directly or via a third party) for a period of 6 months from the date that the individual concerned ceases to be permanently involved with the Services.

Intellectual property rights and use of our name

We retain all intellectual property rights in any document or other materials prepared by us during the course of carrying out the engagement.

You are not permitted to use our advices, our name or trademarks in any statement or document you may issue unless our prior written consent has been obtained, except where such statements or documents are required to be made public in accordance with applicable law.

Reliance on advice

We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing.  Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

Professional rules and practice guidelines

We will observe and act in accordance with the bye-laws, regulations and Code of Ethics of CAI and accept instructions to act for you on this basis.  In particular you give us the authority to correct errors made by HMRC 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. You can see copies of these requirements in our offices. The requirements are also available on the internet at www.charteredaccountants.ie/professional-standards.

Conflicts of interest

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 our confidentiality clause. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting the company.

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 our Code of Ethics which can be viewed on the internet at www.charteredaccountants.ie/Ethics/The-Code-of-Ethics.

The Provision of Services Regulations 2009

We are registered to carry on audit work in the UK and Ireland by CAI. Details of our audit registration can be viewed at www.auditregister.org.uk for the UK and for Ireland at www.cro.ie/auditors.

Liability provisions

Nothing in the Contract shall exclude, restrict (or prevent a claim being brought in respect of) any liability arising from death or personal injury resulting from negligence, fraud or other liabilities which cannot lawfully be limited or excluded.

You agree that we will not be liable to you for any loss, damage, cost, charge, expense or other liability of whatever nature and howsoever caused arising under or in connection with the Contract and including interest (together “Losses”) unless and then only to the extent that such Losses are finally determined to have resulted from our breach of contract or negligence, subject always to the following provisions:

We will not be liable for any Losses arising out of your use of our work or advice given by or on behalf of us for a purpose other than set out in the Engagement Letter;

We will not be liable for Losses to the extent such Losses arise from the acts or omissions of any person other than us or any subcontractor we may use to provide the Services;

We will not be liable for Losses arising as a result of the provision of false, misleading, inaccurate or incomplete information or documentation by, or the withholding or concealment or misrepresentation of information or documentation by, any person other than us unless and then only to the extent that detection of such defect in the information or documentation or such withholding, concealment or misrepresentation should reasonably have been expected because it was evident without further enquiry from the information or documentation provided to us and was expressly required to be considered by us pursuant to the provision of the services covered by this Contract;

Any liability which we may have to you under or in connection with this Contract for Losses suffered by you shall (so far as is permitted by law) be limited to such an amount as is finally determined to be just and equitable, having regard to the extent of responsibility for the Losses of us, you, (including your directors, officers, employees or agents), and any person other than us who is jointly or severally liable to you for all or part of the same Losses, provided always that our liability to you shall not under any circumstances exceed in aggregate the amount set out in clause 20.2.5 below. Any limitation or exclusion or restriction on the liability of any such other person under any jurisdiction, whether arising under statute or contract or resulting from death, bankruptcy or insolvency, or any settlement of such liability agreed with you, shall be ignored for the purposes of determining whether that other person is liable to you and the extent of responsibility of that other person to you;

Subject to clause 20.1, our total liability of whatever nature, whether in contract, tort (including, without limitation, negligence), under statute or otherwise for any and all Losses arising from or in any way in connection with each project under this Contract shall not exceed in aggregate the greater of £500,000 (five hundred thousand pounds sterling) or an amount equal to 5 times of the fees paid by you to us for the services covered by this Contract at the date of the breach on the specific project where the breach occurred; and

In no event shall we be liable, whether in contract, tort (including, without limitation, negligence), under statute or otherwise for any indirect or consequential loss including but not limited to: (i) loss or damage incurred as a result of third party claims; (ii) loss of profit, goodwill, business opportunity or anticipated savings, loss of or corruption to data, loss of revenues or wasted management or staff time; or (iii) incidental, special, punitive, exemplary, indirect or consequential loss or damage; (together “Excluded Losses”) which you may suffer, howsoever caused and whether or not you or we knew, or ought to have known, that the Excluded Losses would be likely to be suffered by you.

Unless and then only to the extent they have been finally and judicially determined to have been caused by the fraud of us, you agree to indemnify and hold harmless us against all Losses which they incur in the defence and settlement (including meeting any judicially determined award of damages) of any demand, action, claim or proceeding (a “Claim”) brought by any third party in any way arising in connection with this Contract whether or not such Claim is founded upon an allegation of our negligence.

It is expressly contemplated that this clause shall apply to breaches arising out of the Letter of Engagement and or any addition or variation thereto.

Any claim or action brought by you under or in connection with the Contract must be brought within 24 months of the cause of action arising.

Timing of our services

If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time in order to meet any regulatory deadlines. However, failure to complete our services prior to any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

Termination

With the exception of any engagement where termination rules are prescribed by legislation or professional obligations, this Contract may be terminated by you or us upon the expiry of 7 days’ written notice to the other. Notice will be deemed served 24 hours after the notice has been sent. We will be entitled to receive payment for all time and costs incurred up to the date of termination.

If we have grounds to suspect that it would be unlawful, under the laws of any part of the United Kingdom or under the laws of the jurisdiction where the relevant act would take place, to undertake all or part of the Contract we may without notice and at our discretion delay all of the contract or terminate the Contract.

Any provisions of the Contract which either expressly, or by their nature, extend beyond the expiry or termination of this Contract shall survive such expiration or termination.

General terms

Legal and other obligations: Nothing in this Contract precludes us from taking such steps as are necessary in order to comply with any legal or regulatory requirement or any professional or ethical rules of any relevant professional body of which we or any of our personnel are, at the time, a member.

Force Majeure: Neither party will be liable for any delays or failures in performance or breach of contract due to events or circumstances beyond the reasonable control of either party.

Freedom of Information: To the extent that, in connection with this Engagement, we provide you with information which we have indicated is exempt from disclosure under the Freedom of Information Act 2000 (“Exempt Information”) you agree to notify us, as soon as reasonably possible, of any request received by you and before making any disclosure of our Exempt Information you shall take account of any representations made within a reasonable time by us about the applicability of the FoIA Exemptions to such Exempt Information.

Consumer credit activities: We are licensed by CAI to provide exempt credit-related regulated activities in the UK under Part XX of the Financial Services and Markets Act 2000.

Commissions: In connection with our services, we may refer certain third-party products or services to you, and as a result, we may receive a referral fee from such third parties. Where this is the case, we will notify you of the expected size and nature of such commission at the time of the referral.