Terms and Conditions
The purpose of this document is to set out the basis on which we will carry out the functions of accountant and the respective responsibilities of you our clients and of ourselves.
We will do our very best to give you a prompt and efficient service. We will ensure that the service you receive from us is of the highest quality and is delivered promptly and efficiently.
Responsibilities of the customer
You are responsible for maintaining proper books of account and for preparing financial statements which give a true and fair view and which have been prepared in accordance with the Companies Act 2014 and all Regulations to be construed as one with those Acts.
You are responsible for determining whether, in respect of the year, the company meets the conditions for exemption from an audit of the financial statements set out in section 352 of the Companies Act 2014 and whether the exemption is not available for the reasons set out in section 33 of that Act.
In respect of any year, the availability of the exemption from an audit of the financial statements is conditional upon your forwarding an annual return, with accompanying financial statements, to the Registrar of Companies. You are responsible for ensuring that such return is forwarded within the appropriate time scale.
You are also responsible for making available to us, as and when required, all of the company's accounting records and all other relevant records and information that are necessary for the compilation of financial statements
You are responsible for both the accuracy and completeness of the information supplied to us.
You are responsible for approving and signing the financial statements prior to the issue of our report.
You are responsible for ensuring, to the best of your knowledge that all financial information used by the company is reliable, that the activities of the company are conducted honestly, that assets are safeguarded and that there are appropriate procedures in place to prevent fraudulent activity taking place within the company and to detect any fraudulent activity, which may occur.
You are responsible for ensuring that the company has complied with all relevant laws and regulations in relation to its activities and that there are appropriate procedures in place to detect any noncompliance with such laws and regulations.
Responsibilities of the accountants
We shall plan our work on the basis that you require us, as your agent, to compile financial statements based on the accounting records maintained by yourself and on the basis of the information you supply to us, unless you inform us in writing that the company requires an audit of the financial statements.
Should you instruct us to carry out an audit, then a separate letter of engagement will be required.
As accountants, we are not auditors of your business and therefore we shall not carry out an audit of the financial statements and consequently no opinion will be expressed.
Scope of the reporting accountants' work
Our work will be carried out in accordance with the ICAI Miscellaneous Technical Statement No. 41 'Chartered Accountants' reports on the Compilation of financial Statements of incorporated entities'. Our procedures will consist of compiling the financial statements from the accounting records kept by the company and the information and explanations supplied to us and making such Ltd enquiries of the officers of the company as we consider necessary for the purposes of our report.
Our work as accountants will not be an audit conducted in accordance with Auditing Standards. Accordingly, we will not seek any independent evidence to support the entries in the accounting records, the existence, ownership or value of assets, or the completeness of income, liabilities or disclosures in the financial statements. Nor will we make any assessment of the estimates and judgements made by you in your preparation of the financial statements. Consequently, our work as accountants will not provide any assurance that the accounting records or financial statements are free from material misstatement, whether caused by fraud, other irregularities or error. However, we will inform you of any such matters that come to our attention.
We have a professional responsibility not to allow our name to be associated with financial statements, which we consider may be misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the financial statements may be misleading, and the matter cannot adequately be dealt with by means of disclosure within our report (or by other appropriate modification of the report), we will not issue any report, will withdraw from the engagement and will notify you in writing of the reasons. Should this situation occur our fees for the work performed so far will be payable on presentation of our fee note.
As part of our normal procedures, at the time that the financial statements are approved by you, we may ask you to provide written confirmation of any information or explanations given by you orally during the course of our work.
We shall discuss the financial statements with you prior to their finalisation and, after any adjustments arising from those discussions are made, we shall ask you to approve the financial statements. The financial statements will contain a declaration for your signature that you approve them and have made available all relevant records and information for their preparation.
Additional Legal Responsibilities
Where, in the course of conducting professional work, it comes to the attention of certain "relevant persons" (as defined), that information or documents indicate that an offence may have been committed under Section 59 Criminal Justice (Theft and Fraud Offences) Act 2001, we may have a reporting responsibility to the Gardá Siochaná. This applies regardless of the apparent materiality of the suspected offence, or whether the suspected offence has already been reported to the relevant authorities.
We must report material relevant offences, as defined in Section 1079 of the Taxes Consolidation Act 1997, to the trustees of the charity in writing, requesting them to rectify the matter or notify an appropriate officer of the Revenue Commissioners of the offence within 6 months. In the event that our request is not complied with, we must cease to act as auditor to the charity or to assist the charity in any taxation matter. We must also send a copy of our notice of resignation to an appropriate officer of the Revenue Commissioners within 14 days.
Anti -Money Laundering
The provision of audit, accounting and taxation services are businesses in the regulated sector under the Criminal Justice Act 1994 (Section 32) Regulations 2003 and, as such, partners and staff in audit, accounting and taxation firms are required to report all knowledge or suspicion, or reasonable grounds to know or suspect, that a criminal offence giving rise to any direct or indirect benefit from criminal conduct has been committed, regardless of whether that offence has been committed by their client or by a third party. If as part of our normal work we have knowledge or suspicion, or have reasonable grounds to know or suspect, that such offences have been committed we are required to make a report to the Gardaí and the Revenue Commissioners. In such circumstances it is not our practice to discuss such reports with you because of the restrictions imposed by the tipping off provisions of the anti-money laundering legislation.
As with other professional services firms, we are under stringent requirements to identify our clients for the purposes of the anti-money laundering legislation. We are likely to request from you, and retain, some information and documentation for these purposes and/or to make searches of appropriate databases. If satisfactory evidence of your identify is not provided within a reasonable time, there may be circumstances in which we are not able to proceed with the audit
We have agreed that we shall, as your agents, prepare the financial statements based on accounting records maintained by yourselves on the basis that you will make full disclosure to us of all relevant information.
In providing the agreed services for you, our relationship will be that of professional person and client, save where we are instructed to negotiate tax liabilities with the Revenue Commissioners.
Consequently, in producing the financial statements of your charity, any working papers, including the nominal ledger, which we bring into existence for this purpose, shall remain the property of this firm.
Tax Compliance Work
We have agreed to prepare as your agent, in respect of each accounting period, a computation of the company's profits, adjusted in accordance with the provisions of the Taxes Acts. Subject to your approval, this will be submitted to the Inspector of Taxes with the company's formal return. We shall advise you each year before the due date of the amount of Corporation Tax payable
You will be responsible, unless otherwise agreed, for all other returns, including returns relating to employee taxes under PAYE/PRSI and returns of employee expenses and benefits and VAT returns.
We shall also be pleased to advise you on other matters relating to taxation, such as the implications of particular business transactions and on other taxation matters, which you refer to us.
You have authorised us, as your agent, to deal with the company's secretarial matters as follows:-
(1) to prepare for your approval the company's Annual Return
(2) to prepare the abridged accounts of the company for filing with the Registrar of Companies
(3)to file the company's Annual Return and abridged accounts within the appropriate time limit
(4)to deal with any other routine secretarial matters that may arise
Nevertheless the ultimate responsibility for the company's secretarial affairs rests with the directors and company secretary who should continue to ensure that all relevant matters are brought to our attention.
We shall be pleased to provide, if requested, other services such as: -
-1 Formation of Ltd companies.
-2 General advice on financial matters including pension and investment planning. We will also agree in a separate letter of engagement the provision of any services relating to investment business advice as defined by the Investment Intermediaries Act 1995.
-3 Reports in support of returns or claims, e.g. claims for Government grants, consequential loss insurance declarations;
-4 Reports for special purposes, e.g. for raising finance, investigations into some specific aspects of the business;
-5 Advice on computers and computer bureau services; (6)Recruitment of staff
In providing the agreed services for you, our relationship will be that of professional person and client save where we are instructed to negotiate tax liabilities with the Revenue Commissioners.
Consequently, in producing the financial statements of your business, any working papers, including the nominal ledger, which we bring into existence for this purpose, shall remain the property of this firm.
Our fees are based upon the skill involved and the time occupied on the work and will be charged for each class of work. They will be billed at appropriate intervals during the course of the year and will be due on presentation.
Should you so require, we will forward an estimate of fees in advance of any assignment
We should also be pleased to give you any help you may require with problems, which arise during the year and would plan to keep in touch with you throughout the year to discuss any matters affecting your business
Please do not hesitate to contact us whenever you feel we can be of assistance.
Limitation of Liability
The total aggregate liability to you, (and your shareholders) as a body, of whatever nature, whether in contract, tort or otherwise, of OSA McQuillan Limited its directors or employees for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall not exceed three times annual fees provided the fees are paid for this assignment. We are not seeking to exclude those liabilities (such as liability for our own fraud) which cannot be excluded by law.
We shall endeavour at all times to provide you with a professional service of the highest quality. If however, you are dissatisfied with our service in any way, you should contact us and we will undertake to look into any complaint carefully and promptly. If we have given you a less than satisfactory service we will undertake to do everything reasonable to put it right.
In the event that you are still dissatisfied, you may make a formal complaint to the Directors of OSA McQuillan Ltd.
This engagement letter shall be governed by, and construed in accordance with, Republic of Ireland Law. The Courts of the Republic of Ireland shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter 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.
GDPR - General Data Protection Regulation
-1 In these Data Protection Clauses the following terms have the following meanings: "GDPR" means the EU General Data Protection Regulation; "Client Data" means all Personal Data which is Processed by OSA McQuillan in connection with the engagement as set out in the Engagement Letter; All other capitalised terms have the meaning given to those terms in the GDPR.
-2 Ltd shall ensure that it complies at all times with its obligations as a Controller under the GDPR.
-3 OSA McQuillan shall:
(a) process Client Data only on documented instructions from the Client and as set out in the Engagement Letter, including with regard to transfers of Client Data to any jurisdiction outside the EEA, unless required to do so by law;
(b) ensure that persons authorised to Process Client Data by OSA McQuillan have committed themselves to confidentiality or are under an appropriate statutory obligation of
(c) implement all appropriate technical and organisational security measures which ensure against unauthorised access to, unauthorised or unlawful alteration, disclosure, destruction or other unauthorised or unlawful processing of, accidental loss or destruction of, or damage to Client Data;
(d) taking into account the nature of the Processing, assist the Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client's obligation to respond to requests for exercising a Data Subject's rights laid down in Chapter III of the GDPR;
(e) assist Ltd in ensuring Ltd compliance with its obligations pursuant to Articles 32 through 36 of the GDPR, taking into account the nature of Processing and the information available to OSA McQuillan;
(f) at the choice of Ltd, delete or return all Client Data to Ltd after the end of the engagement, and delete existing copies unless required by law to retain the Client Data. In this regard, the Client acknowledges that OSA McQuillan is required by law to retain most Client Data for a period of six years plus one year, being seven years in total;
(g) make available to Ltd all information necessary to demonstrate compliance with the obligations laid down in these Data Protection Clauses and, upon at least 30 days prior written notice from Ltd, allow for and contribute to audits, including inspections, conducted by Ltd or another auditor mandated by Ltd, no more than once per calendar year, for the sole purpose of assessing OSA McQuillan compliance with these Data Protection Clauses. The cost of any such audit shall be borne by Ltd.
-4 Tthe client hereby authorises OSA McQuillan to engage sub-processors for the Processing of Client Data. OSA McQuillan shall inform Ltd of any intended changes concerning the addition or replacement of sub-processors, and give Ltd the opportunity to object to such changes. Where OSA McQuillan engages a sub-processor for the Processing of Client Data, OSA McQuillan shall ensure that the sub-processor is subject to the same obligations which Ltd has under these Data Protection Clauses, pursuant to a written contract.
Description of Personal Data Being Processed Categories of data
The Personal Data transferred include the following categories of data: (names, addresses, phone numbers, and financial data of client's directors, employees, customers and other contractors).
Special categories of data (if appropriate)
The Personal Data transferred include the following special categories of data: (some data regarding the health of employees, their spouses, children and dependent relatives may be processed for the purposes of calculating personal tax credits and allowances. Details of trade union membership of employees may be processed in order to calculate deductions from payroll).
The Personal Data transferred will be subject to the following basic processing activities: (payroll processing, book-keeping).
Description of the technical and organisational security measures implemented by OSA McQuillan: we use electronic access controls, passwords, encryption, pseudonymisation, firewalls, data backup, anti-virus software, physical access controls, management oversight.
Agreement of Terms
Once it has been agreed this letter will remain effective from one accounts and appointment to another until it is replaced.
You confirm your agreement to the terms of this letter by clicking your agreement to our Terms and Conditions.