Terms of Engagement of Aileen Keogan Solicitor & Tax Consultant

 

Terms of Engagement and Conditions of Business

Download pdf version here Terms of engagement General.pdf

 

The purpose of this document is to set out the terms and conditions of business while the firm Aileen Keogan Solicitor & Tax Consultant acts on your behalf. 

 

Please read through the following and we will be happy to answer any questions you may have in connection with this.

 

These terms apply to all services legal or taxation delivered or due to be delivered by this firm to any client of the firm unless otherwise agreed in writing. These terms set out the entire agreement and understanding between us and supersedes any prior agreements, undertakings, statements or representations relating to the advice given or to be given.

 

Your instructions

It is important that, in relation to each matter you instruct us on, we receive clear, accurate and timely instructions from you. It is also important that we receive all the facts that are relevant to the particular case for which you wish to receive advice. This applies on an ongoing basis as the matter develops. 

 

If you fail to give us instructions when they are needed or in a timely manner, we cannot make progress. This may affect the outcome and may mean that we have no choice but to stop acting for you. It may also result in additional taxes, interest, surcharges and penalties becoming payable by you where such instructions concern the filing of tax returns on your behalf.

 

We will do our very best to carry out the agreed instructions promptly and in a confidential and friendly manner in accordance with principles of integrity, objectivity, professional competence, confidentiality and due care set out in the codes of practice of the Law Society of Ireland and the Irish Taxation Institute.

 

We will discuss your expectations at the outset including the timescale involved and on an interim basis as your matter progresses and we will tell you where we think your expectations may not be realistic. We will do this in order to prevent any confusion during the process or misunderstanding regarding outcomes expected and the timing of actions to be taken.

 

If you have instructed us to do any act on your behalf and we have made a professional promise to a third party that we are going to do this, you cannot change these instructions later.

 

Where you have instructed us to act in a matter for which we as a firm may then be held accountable for tax on your or on another’s behalf, you will not be in a position to withdraw your instructions to us until that tax has been discharged or full clearance has issued from the Revenue Commissioners confirming that this firm is no longer to be held accountable. This typically arises in connection with acting for non resident estates where the beneficiary taking any inheritance is non Irish resident. In such a case, your instructions to us to act in the matter initially will be authority for us to pay the tax itself on behalf of the beneficiary.

We may rely on any instructions or requests made or information supplied whether orally or in writing by any person whom we reasonably believe to be authorised by you to communicate with us for the purposes of us providing you with our advice.  

 

To the extent that you as our client are a firm of professional advisers and you engage us to act on behalf of your clients, you should ensure that your clients are aware of these terms and have authorised you to accept these terms. Our advice will be to your firm and not to your clients direct even where we may communicate with your client direct. 

 

If there is anything that you do not understand in relation to our advice, please tell us immediately in order that we can answer your questions.  We can then mutually agree as to what actions are necessary.

 

Anti-Money Laundering Identification

Before we can act for you, we need to be sure of your identity and where you have got your assets from. We reserve the right to refuse to act on your behalf without furnishing reasons for our decision.

Ireland has an extensive anti-financial crime regime in place.  Specific anti-money laundering laws require professional persons and other bodies which might likely be able to identify instances of money laundering/terrorist financing to perform customer due diligence, implement anti-money launderingand counter financing terrorism policies and procedures and report suspicions to the authorities.  Solicitors and tax consultants are designated persons under this legislation and, amongst other things, are required to:

·          identify and verify the identity of their clients and the beneficial owner(s) of clients where there

o    exists a business relationship

o    is a one-off transaction, or series of linked transactions, totaling €15,000 or more

o    exists a suspicion of money laundering/terrorist financing; or

o    exists doubt about the veracity or adequacy of documents or information previously obtained relating to a customer’s identity

·          obtain information on the purpose and intended nature of the business relationship

·          conduct ongoing monitoring

·          report suspicions of money laundering and/or terrorist financing to the Financial Intelligence Unit (i.e. an Garda Síochána) and the Revenue Commissioners. This reporting must be done by us without notifying you, except in limited circumstances; and

·          take supporting measures, such as ensuring proper training of personnel and the establishment of appropriate risk-based internal preventive policies and procedures.

Tax offences including foreign tax offences are included in the category of criminal activities for anti-money laundering purposes. In fulfilling our requirements under the anti-money laundering legislation, we will assume, unless there are suspicious activities indicating the contrary, that you have discharged all your tax liabilities and that you will discharge them as they fall due.

Arising from this, in order to identify and verify you as a client and before you can become our client, even if we might know you, you should provide the following information to us to prove your identity and your permanent address:

·          a scan/copy of your passport or driver’s licence

·          a scan/copy of a recent (within the last 3 months) utility bill.

You should bring the originals of these documents to our next meeting for final verification.  If this is not possible, you should provide us with certified copies of these documents by regular post.

 

Where appropriate, in the case of trustees and/or beneficiaries, we will require identity verification for each settlor, trustee, protector, person who holds a power of appointment over a trust fund and identifiable beneficiary together with a certified copy of the relevant trust documentation.  We will also require understanding of the ownership and control structure of the entity or arrangement concerned to ensure correct identification of everyone concerned. In particular in the case of beneficial owners of a trust we will require identity verification for

 

·          any individual who is entitled to a vested interest in possession, remainder or reversion whether or not that interest is defeasible in at least 25% of the capital of the trust property;

·          any individual who has control over the trust; and

·          the class of individuals in whose main interest the trust is set up or operates.

Where appropriate, in the case of companies, we will require identity verification of each shareholder (both nominees and beneficial owners) and director together with certified copies of the certificate of incorporation and the latest constitutional documents (memorandum and articles of association) of the company.

Where appropriate, in the case of us acting on a consultancy basis for you as another professional firm we shall rely on the fact that we assume

·          you are a designated body under EU/national legislation to carry out identity checks;

·          that you have in fact carried out the necessary anti money laundering checks on your clients and the relevant beneficial owners in each case;

·          that you will continue to monitor your clients etc. for this purpose;

·          that you will notify us immediately should you cease to have a business relationship with the relevant client; and

·          that you will advise us if such cessation arises out of concerns and/or suspicions with regard to money laundering and/or terrorist financing.

The anti-money laundering legislation requires us to apply enhanced measures to Politically Exposed Persons (‘PEPs’) who are resident outside Ireland. If you have, or have had, a high political profile, or hold, or have held, public office or are a known close associate or are closely related to such a person, you should please advise us as further checks and procedures must then be undertaken prior to us establishing a business relationship with you. We may decide independently of you that you are a PEP and we reserve the right to require further identification and information for this purpose.

We may from time to time request further information from you such as up to date information and information to understand your circumstances and business, the source of wealth involved in any transaction, the purpose of specific activities and the expected nature and level of activities.

In all cases we are obliged to retain these details for 5 years. 

If you have any queries or concerns regarding these obligations you may find the Law Society of Ireland’s Money Laundering Client Care Leaflet useful which can be accessed on www.lawsociety.ie.

 

Confidentiality

We will always respect the confidentiality of your affairs.

When you engage us to advise you and furnish us sensitive data such as your PPSN or statement of your assets and liabilities, you are giving us permission to retain such information and use it to help you in the advice furnished.

However in the normal course of running a solicitors and taxation practice, we must give access to bodies with legal powers such as the Revenue Commissioners and the Law Society of Ireland.  The firm has statutory reporting obligations in relation to tax evasion, tax avoidance and anti-money laundering with which it must comply without advising the client of specific reporting of their affairs.

We may also give limited access to accountants, secretarial service providers, quality control auditors, risk assessment auditors, IT maintenance contractors and others so that they can access or inspect random files each year. This allows us to manage our firm properly. We always seek to ensure that the provider of the relevant services to us is reputable.

When we deal with and store files offsite, whether electronic or hard copy, we will take all reasonable steps to ensure that we keep your information confidential.

Emails may be used to enable us to communicate with you. As with any other means of delivery, there is a risk that the communication may be inadvertently misdirected or non delivery may occur. It is the responsibility of the recipient to carry out a virus check on any attachments received.  Internet communications are capable of corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch.

In addition our advice to you may not be copied, referred to or disclosed by you without our prior consent other than to your other advisers in connection with their advice to you. The services given will be delivered on the basis that you will not quote our name or reproduce our logo in any form or medium without our prior written consent.

Mandatory Reporting

Irish taxation legislation provides that certain transactions, designed to give a taxpayer a tax advantage which do not rely on ordinary tax planning, should in certain cases be disclosed to the Irish Revenue. This reporting obligation is directed mainly at professional advisers such as this firm.  Should this firm form the view that advice furnished by it on your behalf requires disclosure to Revenue, we will make this disclosure as appropriate and inform you of this disclosure. While we will seek to cooperate fully with you and other advisers to ensure consistency in the manner of disclosure by all persons, this firm will have the right to make a disclosure to the Irish Revenue in the manner it sees fit and the principle of client confidentiality is adjusted accordingly.

Furthermore under section 896A Taxes Consolidation Act 1997 this firm as a professional service provider when concerned with the making of a settlement may be required to provide details to the Irish Revenue Commissioners of that settlement if the settlor of a trust was resident or ordinarily resident in Ireland and the trustees were not resident in Ireland. In such a case, while we will seek to cooperate fully with you and other advisers to ensure consistency in the manner of disclosure by all persons, this firm will have the right to make a disclosure to the Irish Revenue in the manner it sees fit and the principle of client confidentiality is adjusted accordingly.

Reporting Abuse of Vulnerable Persons

In the case of succession and taxation planning, there is a greater potential for elderly and vulnerable persons to be open to undue influence and abuse. Should we at any time become concerned that there are circumstances giving rise to the abuse of an elderly or other vulnerable person, we reserve our right to report such abuse to the relevant authorities and take such steps as we in our reasonable opinion believe necessary for protection purposes. The principle of client confidentiality is adjusted accordingly.  

 

Conflict of Interests

We may not be able to act for you if there is a conflict of interests or a potential conflict between us or between you and another client of our firm. We have internal procedures in place to seek to ensure that we can identify a conflict before we accept your instructions.

We aim to give you independent advice. If, during the course of our advising you we become aware of a potential conflict of interest, we will tell you about it and we can then agree whether or not it would be appropriate for us to continue to act on your behalf.

 

Basis of Charge of Fees

The law requires, as soon as is practicable after taking instructions, that we set out the basis upon which we intend to charge our professional fees.  This applies where the provision of actual charges or an estimate of such charges is not in the circumstances possible or practical.

Fees for services rendered shall have regard to such factors, among others, as the following:

 

·          the time and effort required and reasonably spent

·          the skill, labour, specialised knowledge and responsibility involved

·          the urgency of the matter

·          the complexity or novelty of the work

·          the number and importance of the documents prepared or examined

·          the result obtained

·          the importance of the matter to you

·          the place, or places, and the circumstances in which the matter is pursued

·          the amount or value of any transaction involved; and

·          any special circumstances.

 

We will use these criteria in all cases and for any matter on which we might give you advice in the future.  This is unless (and as from time to time) we agree with you in writing to charge on another basis, such as on an agreed charge out rate per hour (or part hour) spent or at a fixed fee for a specific project.

If we charge on the basis of a charge out rate per hour or part hour spent, please note that we will charge you for everything that we will do on your behalf, including research, reviewing your papers, letter writing, meeting and taking a file record of such meeting, phone calls and so on. We will tell you if we believe that there are some tasks that you might more time efficiently carry out yourself.

Miscellaneous charges in respect of postage, phones, faxes, couriers, travelling expenses and photocopying incurred at standard rates will be billed to you.

In addition to the professional fees and miscellaneous charges payable on your behalf for which we will bill you, there will be items of outlay payable to third parties, including government agencies, which must be discharged by you. We will endeavour to outline to you as soon as is practicable items of outlay and their estimated amounts and seek to have these paid by you in advance if possible.

If you breach any of your obligations under this contract and there is any claim made or threatened against us by a third party, you shall indemnify, compensate and reimburse us for and protect us against any loss, damage, expense or liability incurred by us including time spent by us which results from or arises from or is connected with any such breach and any such claim.

We will disclose to you any fee, commission, rebate, compensation, or benefit to be received from a person or entity other than from you at the outset of rendering any service or providing advice.

Please note that this firm does not operate on a first free consultation basis (whether by phone call or by meeting or both) and therefore from the outset our charges will be payable including charges relating to time spent prior to the issuance and your acceptance of these terms. These terms are available on the website of the firm and the terms are issued within a reasonable basis after our initial instructions are taken.

All of our fees quoted will exclude VAT (currently at 23%) unless otherwise stated. Invoices will be sent to you in electronic or hard copy form and receipt of payment will also be made in electronic or hard copy form such form to be chosen by us at our discretion.

Unless otherwise agreed with you in writing, we propose to issue our fees on an interim basis at regular intervals. Our credit terms are 21 days and are without any right of set-off. We reserve the right to charge interest at the statutory rate of interest on overdue fees which rate will apply after as well as before any court award or judgement in our favour in respect of outstanding balances.

Where this firm acts on a consultancy basis for you as a professional firm, where you will pass on our advice to your client, this firm will engage only with your firm and not your client and therefore our fees should be paid by your firm, irrespective of whether you have been put in funds by your client to pay such fees.

Where this firm issues these terms to more than one person, such as to members of a family or a couple, our fees will be owing on a joint and several basis so that this firm can recover the entire of these fees from one client only.

From time to time we may require a payment of fees on account by way of deposit which monies will be held in our client account pending issue of our fee. On issuance of the fee the money will be automatically transferred from the client account for payment. It is our practice to seek a payment on account of fees from non resident clients before undertaking any work and on a continuing basis.  Where a payment on account is required we will advise you of the amount estimated by way of interim payment which payment should be made net of any bank charges that may arise which should be sent to our client account details of which will be sent to you. We will in such cases not be in a position to act for you until the funds have been cleared in our client account.

In the absence of hearing from you otherwise, we will assume that you are in agreement that we should charge as indicated above.

If we fail to agree the fees for our services to you, we will not act on your behalf.

 

Client Funds

We will hold any money we receive on your behalf strictly in line with the Solicitors’ Accounts Regulations in any bank which is a bank approved by the Law Society. We will just hold your money and will not have any additional responsibilities around the protection of your money. We are not legally responsible for a loss or reduction in the value of the money because the bank at which the money is held becomes insolvent or otherwise does not have the money to pay back the full amount.

Where we hold funds for clients, unless otherwise agreed with you in writing, we will pay interest on cleared funds of €10,000 or more at the rate payable by Bank of Ireland from time to time for monies on overnight deposit.  These sums will be paid net of any DIRT deducted at source by the Bank but may still be liable to income tax in your hands and should be included as appropriate in your tax return.  We will account to you for all monies received on your behalf.

 

Limitation of our liability

We will endeavour to carry out the services asked of us with reasonable skill and care. While we confirm that our experience relates to the specialist areas set out in the home page of our website, such as in the area of succession planning and related tax planning, in accordance with the restrictions on advertising by solicitors, we confirm that we do not purport to hold ourselves out to hold such specialist knowledge in a manner superior to that of other solicitors.

No reliance shall be placed by you on any draft or interim advice or presentation. Where you wish to rely on oral advice make on completion of the services, you shall inform us and we shall supply at your cost documentary confirmation of the advice concerned. We shall not be under any obligation to update any advice, oral or written, for events occurring after the advice has been issued in final form.

Unless otherwise agreed with you in advance in writing, our liability to you arising out of, or in connection with, our engagement (whether for breach of contract or of statutory duty, negligence, or otherwise) will be limited to the minimum amount of the professional indemnity insurance cover from time to time required to be maintained by us as solicitors under applicable law, which is currently €1,500,000 until further notified.

Furthermore, subject to any legal restriction on such time limitation, any claim for you, or other beneficiaries where relevant, arising from or in connection with the advice furnished must be made within four years of the date on which to advice was given, or, if this contract is terminated, within four years of the date of termination of this contract or, if the loss or damage suffered is as a result of confidential information being disclosed without authorisation, within four years of the date of such disclosure. In any of these cases the relevant date shall be the date when the earliest cause of action shall be deemed to have accrued. A claim shall be considered made on the commencement of court proceedings.

This firm is not authorised and shall not purport to give advice in any matters, legal or taxation, arising in any jurisdiction other than in Ireland and no liability is accepted by this firm for any action taken by you on references made by this firm in relation to non Irish matters.

The firm does not act generally in conveyancing matters. Therefore the firm shall not purport to give advice in any conveyancing matters other than as arise in connection with the administration of estates and no liability is accepted by this firm for any action taken by you or references made by this firm in relation to conveyancing matters.

Unless specifically agreed in writing there shall be no extension of our liability, whether in contract in tort or otherwise, to third parties including for the avoidance of doubt potential or actual beneficiaries of a Will or a trust. No third party shall have a right to enforce or rely on any advice given by this firm.

We may from time to time employ or contract with other professionals with your permission who we believe are competent but we will not be responsible for the negligence of such persons.

To the extent we receive information for you from other sources in the course of us advising you, we shall not be liable to you for any loss or damage suffered by you arising from the provision of incorrect or incomplete information to us whether due to the fraud, misrepresentation or negligence of the provider or withholder of the information.

We will use and store data and other information in electronic format where back up facilities may be located outside Ireland. By instructing us you agree that we are not responsible for the loss of, or corruption of, or unauthorised access to information by any off site/cloud electronic storage service that we use or operating system that we use on a day to day basis. We will endeavour to make sure that the company(ies) we use is/are reputable and that our operating system has up to date anti-virus protections in place.

Any advice supplied by us shall not amount to any form of guarantee that we have determined or predicted future events or circumstances.

Unless specifically agreed in writing this firm will not be obliged to inform you of any legal or taxation changes in the future and there should be no expectation from you that the firm will maintain a ‘watching brief’ for you in connection with advices given from time to time. Should the firm contact you specifically or generally in relation to developments in the law or taxation practice, such contact shall not alter the general limitation above.

Nothing in these terms shall limit our liability to you for fraud or fraudulent concealment or to the extent that, under any applicable law, liability may not be limited.

 

Your file

Once you discharged all fees including outlay due and owing in respect of our services, and provided we have done everything we promised to do, you can take a copy of your original file the copying of which will be payable by you at a fair rate together with an administration fee.  We are entitled to retain the original of any such file to comply with solicitors’ regulations. Your file may be in hardcopy paper form or on soft copy or disk form or in part in both forms.

The law permits us to keep your original file and not to provide you with a copy as security until we have been paid in full for our services. This is known as a ‘solicitor’s lien’.

If at the conclusion of the matter for which you have instructed us you wish to obtain information from your file, we may charge you an administration fee including a charge for photocopying based on a fair rate.

When you instruct us you are giving us permission to hold information for our records including personal or sensitive data such as your PPSN (tax number) and your contact details. We will use personal or sensitive information to discharge the services agreed and for other related purposes, including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance.

Usually we will keep a file for at least 7 years from the end of the calendar year during which the last active work on the file was carried out. We then reserve the right to destroy the file.  However we do not destroy original deeds or Wills and we may retain files in paper or electronic form for longer periods at our discretion.

If you need your file or information from your file, we can send this to you.  We reserve the right in such circumstance to charge a fee for this service based on the rates current at the time of your request.

 

Complaints

Good communication between you and us will guarantee the best outcome and you should please phone us if you are unhappy with our service or wish to talk to us about how we could improve our service to you. However if you still have any worry or complaint about any aspect of our service, we would like to hear from you formally and hopefully we will be able to resolve your concerns.  In such a case you should contact Aileen Keogan in writing outlining the nature of your concern or complaint and we will investigate the matter without delay and seek to address your concern or complaint.

We hope that any complaint made to us will be resolved. However if you are not satisfied with our response, you can make a complaint to the Complaints and Client Relations Committee of the Law Society of Ireland, more details of which can be found on the website www.lawsociety.ie. Alternatively you may take the matter up with the Irish Taxation Institute, see www.taxinstitute.ie. We endeavour to follow the Codes of Professional Conduct for both these bodies in line with international codes of best practice.

 

Termination of Contract

You can end this contract at any time on formal notice in writing but first this firm must carry out any professional promises we may have made on your behalf to third parties and you must pay our fees including outlay for doing this work.

This firm is also free to end the contract for good reason and on reasonable formal notice to you.

This firm is a sole practitioner firm with no employees. In the event of Aileen Keogan’s death, serious illness or incapacity, arrangements have been made that you would be contacted if necessary or appropriate to organise the continuation of advices to you and the storage of documents and files on your behalf through another firm but only with your agreement.

Termination under this clause shall be without prejudice to any rights that may have accrued for either of us before termination.

 

Regulation

This firm is a sole practitioner firm and the work is carried out by Aileen Keogan, a qualified solicitor holding a current practising certificate from the Law Society of Ireland. Aileen is also a member of the Irish Taxation Institute which itself is a member organisation of the Confédération Fiscale Euopéenne.

The Law Society is the regulatory body for solicitors in the Republic of Ireland. It regulates solicitors as detailed in the Solicitors Acts 1954 to 2011 and in regulations made under those acts. On the Law Society webpage www.lawsociety.ie you can access these acts and regulations and the Law Society’s publication “ A Guide to Professional Conduct of Solicitors in Ireland”.

We are also bound by the Code of Professional Conduct and Recommended Best Practice Guidelines of our professional tax institute, the Irish Taxation Institute, details of which can be accessed on their website, www.taxinstitute.ie.

 

Governing Law and Severability

The law of the Republic of Ireland will govern the provision of the services covered by these terms and the Irish courts will have exclusive jurisdiction over any dispute.

Each clause of these terms constitutes a separate and independent provision. If any provision or part provision of these terms is void or unenforceable the remaining provisions or part of the provisions affected shall continue in full force and effect save to the extent that the particular provision is void or unenforceable.

These terms are valid from the date of these terms being sent to you until further notice.

Unless we receive formal confirmation from you in writing that you do not accept this letter of engagement within 7 days, we will assume your acceptance of these terms by your instructions to us to carry out the service on your behalf. We would however appreciate if you would confirm formally in writing (electronic or paper) that these terms are acceptable to you.

If you have any queries in relation to these matters, we will be happy to assist you.

 

© Copyright 2015  | Aileen Keogan | Solicitor & Tax Consultant | All rights reserved

 

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Aileen Keogan | Solicitor & Tax Consultant | 21 The Avenue | Louisa Valley | Leixlip | Co. Kildare | Ireland

Tel: +353 1 624 7345 | Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Copyright © 2018 | Aileen Keogan | Solicitor & Tax Consultant | All Rights Reserved.