Ashtons Business Recovery Ltd (“Ashtons ”)

Standard terms and conditions of engagement (07/2017)



The following are the terms and conditions (“the Terms and Conditions”) on which we will provide the Services to you set out within the attached Letter of Engagement. The Letter of Engagement and the Terms and Conditions are together referred to as “the Contract” or “the Engagement” and form the entire agreement between us relating to the Engagement. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral. The headings and titles in the contract are included to make it easier to read but do not form part of the Contract.

1  Reports and Advice

1.1          Reliance on draft documents – you acknowledge that no reliance shall be placed on draft reports, conclusions, advice, whether written or oral, issued by us as the same may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final report or advice that might be issued.

1.2          Disclosure of advice – our advice is confidential and provided to you solely for the purposes set out in the Letter of Engagement. You should not, without our prior written consent, use it for any other purpose or disclose it to anyone other than your advisers. In no event, regardless of whether consent has been provided, shall we assume any responsibility to any third party and the Engagement will not create any right enforceable (by virtue of the Contracts [Right of Third Parties] Act 1999) by any person not identified as our client.

1.3          Excluded areas of advice – the services which we provide to you directly will not include: taxation advice (either corporate or personal), financial services or investment advice, legal advice or detailed pensions or insurance advice or asset valuation advice. Where such advice is required you should either seek this independently or, with your approval, we will engage the services of an appropriate qualified advisor who will be responsible to you for the advice they give.

2  Legal and Regulatory Requirements

2.1          You confirm and undertake that you have all necessary powers and have obtained all necessary authorisations, consents and approvals to enter validly and lawfully into the Contract.

3 .Information and Assistance                                           

3.1          Provision of information and assistance – our performance of the Services is dependent upon you and your advisers providing us with such accurate information and assistance as we may reasonably require from time to time.

3.2          Your responsibility for information provided – any reports issued or conclusions reached by us may be based upon information provided by you or on your behalf. While the Contract may involve an analysis of financial information and accounting records, the Engagement does not include an audit in accordance with generally accepted auditing standards of your existing business records. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by you or on your behalf.

Fees and Additional Services

4.1          Fee basis and calculation – unless otherwise agreed in the Letter of Engagement our fees will be charged on the time actually incurred by each staff member and we record that time in “units” of six minutes each. Time of less than 6 minute multiples will be rounded up. The actual rate charged will depend upon the nature of each activity undertaken for the assignment and/or the person undertaking that activity. The firm’s hourly charge out rates, which may increase from time to time during the course of the assignment, are currently as follows:-


                                                Grade                                                                     £p/h


                                Director                                                                   295

                                Manager                                                                  165

                                Senior Administrator/Supervisor                            125

                                Cashier                                                                    115

                                Assistant                                                                   65

                                Secretarial/Support Staff                                        Nil


4.2          Consultants - From time to time we may engage the services of self-employed or freelance consultants. Where such consultants are engaged in providing the Services, their time is charged and recorded on our time recording system at the level commensurate with their experience and at the same grade as equivalently experienced and directly employed staff fulfilling that role.

4.3          Fee estimates – Unless otherwise agreed any fee estimate that we give is only an estimate based on assumptions and is for guidance purposes only.

4.4          Disbursements – Disbursements plus VAT, will be charged to recover the costs of expenses that are of an incidental nature and are directly incurred in providing the Services. Our prevailing policy and rates in this regard are as follows:


Charge policy/rate


Postage – Franked and Stamped


At the Post Office normal stamped rate

Photocopies / Printing (Where undertaken by a third party)

At cost

Secure storage and destruction of files and documentation on completed assignments/cases

Fixed at £1 for each month (or part completed month) per filled/part filled storage box. Average total cost for 6 years - £72

Secure storage and destruction of third party client files and documentation

At cost

Travel & Accommodation costs as required (hotels, air travel, rail, taxis, public transport, parking, etc)

At cost


Other third party expenses incurred directly in connection with the case

At cost

Room hire where required for statutory meetings of shareholders and creditors (whether meetings are attended or not), which are held externally.

At cost

Room hire where required for statutory physical and virtual meetings of shareholders and creditors (whether meetings are attended or not), which are held internally. *

Fixed fee of £50 for each separate physical or virtual shareholders and creditors meeting (No charge is made for any non- statutory in-house meetings with clients, directors, shareholders, creditors or other interested parties)

UK Company, Individual and Land Registry searches. *

Fixed fee of £20 per case/client

AML Searches & Monitoring

At cost - currently £4 (£2 for each search and £2 for ongoing monitoring) per Director, Shareholder, Individual, Partner, Business/Corporate entity

Business mileage

HMRC Non-Profit rate

(Presently 45p per mile)

Recharge of third party Estate Accounting software licence fee. *

Fixed annual fee of £50 per case/client

Other third party costs incurred.

At cost

4.5          Changes to the Services – Any variation to the Contract, including any variation to fees, services, or time for performance of the Services, shall only be binding if made in writing and shall form part of the Contract and to which these Terms and Conditions shall apply.

4.6          Payment of fees – Unless otherwise provided for in the Letter of Engagement, our fees will be invoiced at our discretion either during the course, or at the end of the Engagement fees. Where third party disbursements are to be incurred then we will normally require these to be paid in advance of us incurring the cost. At any point we can advise you of fees and disbursements incurred to date and can also agree to let you know when our costs reach an agreed level. Our invoices, to which we will add VAT at the rate applicable when we prepare our invoice, are due for payment immediately upon delivery. We reserve the right to charge interest on the amount due on any invoice if not paid within 30 days after the date of issue, such interest being calculated from the date of the invoice at an annual rate of 8% over the Royal Bank of Scotland Plc base rate from time to time, or at our discretion at the rate prevailing under the Late Payment of Commercial Debts (Rate of Interest) (No. 3) Order 2002 (Currently 8% above the Bank of England’s Official dealing rate) where applicable.

4.7          Your responsibility for other parties – you shall be solely responsible for the work and fees of any other party engaged by you or on your behalf to participate in the Engagement regardless of whether such party was introduced to you by us. We shall not be responsible for providing or reviewing specialist advice or services including legal, regulatory, accounting or taxation matters, due diligence or any other investigative services.

4.8          Indemnity against third party liability - Except for any wilful misconduct or gross negligence by us, you agree to indemnify us to the fullest extent permitted by law against all liabilities, losses, claims, demands and reasonable expenses, including but not limited to legal fees and expenses and internal management time and administrative costs, brought against us by any party or person whatsoever, other than you, in connection with or arising out of the Engagement.

4.9          Partnerships, companies and other organisations – if our instructions are from a partnership, company, corporation, society, unincorporated association or trust, we will assume that we are entitled to take instructions from any partner, officer (such as director or secretary), committee member, trustee (as appropriate) or senior employee unless you inform us in writing, that we may not do so. In relation to any fees, expenses or liabilities incurred as detailed in 4.1 to 4.7 above, which will include those relating to any subsequent formal insolvency appointment:-

4.9.1       If our instructions are from a partnership each of the partners are jointly and severally liable for payment of our invoices and any third party liabilities;


4.9.2       If our instructions are from a company, the directors will be personally liable (jointly and severally) for our fees, expenses and any third party liabilities if the company does not pay our invoices when they are due for payment or settle any third party liabilities. If this happens we reserve the right to credit the invoice to the company and issue invoices and/or other demands in relation to third party liabilities to any one or more of the directors.

4.9.3       If our instructions are from a corporation, society, unincorporated association or trust (“organisation”) the executive officers/trustees of the organisation will be personally liable (jointly and severally) for our charges if the organisation does not pay our invoices when they are due for payment. If this happens we reserve the right to credit the invoice to the organisation and issue invoices and/or other demands in relation to third party liabilities to any one or more of the executive officers/trustees.

4.9.4       If any partner, director, executive officer/trustee is unclear about their obligations or potential liability in this regard, they should seek their own independent legal advice before signing these terms and conditions


5.1          Right to terminate the Engagement – Either party may terminate the engagement in writing at any time during the term of the Contract.

5.2          Action following termination – upon termination of the Contract all accrued rights and liabilities under these terms of the Contract and the Letter of Engagement shall survive and remain in force and effect notwithstanding termination. Furthermore we shall be entitled to retain any of your papers or other documents whilst any fees, disbursements or expenses remain due to us.

Liability Limitation

6.1          Limitation of our liability – our liability to pay damages for all losses, including consequential damages, economic loss or failure to realise anticipated profits, savings or other benefits, incurred by you as a direct result of breach of contract or negligence or any other tort by us in connection with or arising out of the Engagement or any addition or variation thereto shall be limited to that proportion only of your actual loss which was directly and solely caused by us and in any event our liability shall in no circumstances exceed the sum detailed in paragraph 6.2.4.

6.2          Liability limitation and the provision of information

6.2.1       Notwithstanding paragraph 6.1 above, in no circumstances shall we be liable to pay any damages to you for losses arising out of, or connected with, the provision of information to us by you or your failure to provide information to us either punctually or at all or any fraudulent act, misrepresentation or default on your part.

6.2.2       You should treat discussions (by telephone or in person) as only for general guidance and information purposes. You should not rely on, and we will not be liable to you for, any advice, unless we have given it in writing.

6.2.3       We use our reasonable endeavours to ensure that any electronic messages or data that we send are free from any viruses which could cause damage to your computer systems. However, it will be your responsibility to ensure that any such electronic messages or data received from us is virus checked by you, before opening, to ensure that it is not infected as we can accept no liability in respect of any inconvenience, damage or other loss caused directly or indirectly by such viruses.

6.2.4       To protect you as well as ourselves, we carry worldwide professional indemnity insurance cover. Our current level of insurance cover in respect of any one claim is £1,500,000 and is provided by Ascent Underwriting LLP, 10-12 Eastcheap, London EC3M 1AJ (Certificate No: PFE16E000433) which is underwritten by StarStone Insurance SE (100%). We believe that gives fair protection and reassurance to all of our clients. It is a fundamental term of the Engagement that our liability to you is limited. It is limited to £1,500,000 on each claim that you may have against us under paragraph 6.1 above.

6.2.5       The exclusions and limitations in these terms and conditions will not operate to exclude or limit any liability that cannot lawfully be limited or excluded.

6.3          Legal proceedings – Ashtons Business Recovery Ltd is Registered in England & Wales No: 06132474 and utilises both its Directors and employees and from time to time other self-employed consultants. Notwithstanding our liability for the acts and omissions of Ashtons Business Recovery Ltd, its Directors or other employee(s), or any consultant(s) engaged by us, you accept and acknowledge that no legal proceedings arising from or in connection with the Engagement (or any variation or addition thereto) will be commenced personally against any Director (s) or other employee(s) of Ashtons Business Recovery Ltd or any consultant(s) engaged by us.

6.4          Commencement of legal proceedings – you accept and acknowledge that any legal proceedings arising from or in connection with the Engagement must be commenced within 2 years from the date when you become aware or ought reasonably to have become aware of the facts which give rise to our alleged liability and in any event not later than 2 years after any alleged breach of contract or act of negligence or commission of any other tort.

7 Warranties

7.1          You accept and acknowledge that we have not made any warranties or guarantees of any nature in respect of the Services or satisfactory conclusion of the Services or with respect to the economic, financial or other results, which you may experience as a result of the provision of the Services.

8 Governing law

8.1          Applicable law – this Contract shall be governed by English law and the English Courts shall have exclusive jurisdiction.

8.2          Client care – we aim to provide a high quality service. However, if you have any concerns about our work you should in the first instance take them up with the Director identified in the letter of Engagement as being responsible for the Engagement. All our Directors are authorised to act as Insolvency Practitioners in the United Kingdom of Great Britain and Northern Ireland and are regulated by the ICAEW. If you remain dissatisfied after your complaint has been investigated you may seek assistance from the Insolvency Complaints Gateway at, by calling the Insolvency Enquiry Line on 0300 678 0015 or by emailing

8.3          If you are a consumer rather than a business (incorporated or unincorporated) and any dispute remains unresolved, we may refer the case to a certified Alternative Dispute Resolution Provider (“ADRP”). Our current designated ADRP who we may use in such cases is 

Conflicts of Interest

9.1          Except in very limited circumstances we are not allowed to act when an actual or perceived conflict exists. If such a conflict does come to light during the Contract, which we consider prevents us from continuing to act, we will stop acting for you and we will not be liable to you for any direct or consequential losses arising from this.

10  Client Account and Money Laundering

10.1        We will hold in our client account, which is non-interest bearing, any monies we receive on your behalf. In signing the terms of Engagement, you will be providing us with an irrevocable authority to utilise any such monies in settlement of our fees, costs and third party liabilities. In circumstances where the Engagement is terminated any surplus monies remaining in our client account after settlement of such fees, costs and third party liabilities will be returned to you. 

10.2        The Proceeds of Crime Act 2002 (“POCA”) and the Money Laundering Regulations 2007 (“MLR”) require that we obtain proof of identity from most of our clients. Accordingly, you will be asked to supply us with certain documents before we can act for you.

10.3        In instructing us you are hereby authorising us to undertake any identity or credit checks using such external providers as we consider appropriate to the engagement. Where the instructors are from a corporate entity those identity or credit checks will extend to any controlling directors or shareholders.

10.4     We are also required to take into consideration the implications of the Bribery Act 2010 (“BA”) and to set out our zero tolerance policy in relation to this. From our own perspective our policy is to carry out business fairly, honestly and openly and not to enter into or be party to any contractual arrangement involving transactions which could be considered to be bribes, either in the form of monies, the supply of goods, gifts, services or other benefits.

10.5        The POCA and the MLR require us to report to the National Crime Agency any evidence or suspicion that we may have, of illegal activities. This includes evidence or suspicion of tax evasion. We are prohibited from notifying our clients that a report has been made.

10.6        If in the course of complying with the above obligations we take a decision in good faith and our decision is subsequently shown to be unfounded, we will not be liable to you for any direct or consequential losses arising out of our decision. 

10.7        We are unable to accept cash relating to an Engagement where the sum is in excess of £10,000.

11  Data Protection Act and Confidentiality

11.1        Provision of information –Except as authorised by you, we will not disclose data relating to you to third parties in breach of our professional obligations or confidentiality. If we are working with your authority with other professional advisers we will assume that you authorise us to disclose any relevant information to them. The disclosure of information by us to any regulatory authority or Government agency to comply with any statute regulation or other requirement will not constitute a breach of confidentiality. We may also use information relating to you for statistical or marketing purposes.

12  Miscellaneous Provisions

12.1        Validity of Contract terms – if any provision of this Contract is held to be invalid, the remainder shall survive unaffected.

12.2        Address for service – any written notice to be given hereunder may be delivered in person, by letter or by facsimile transmission, to our address, clearly marked for the attention of the engagement Director, appearing within the Letter of Engagement in the case of notices to us and to the address last notified by you in the case of notices to you.

12.3        Actions required by law – nothing in the Contract shall prevent us from taking all such actions as may be required by law or statute or to comply with the regulations of any relevant statutory or professional body.

12.4        Force Majeure – neither party will be liable to the other for any delay or failure to fulfil obligation caused by circumstances outside our reasonable control.

12.5        References – for the avoidance of doubt “we” and “our” refers to Ashtons Business Recovery Ltd and “you” and “your” refers to the individual, company, partnership or other organisation on whose behalf the attached Letter of Engagement was acknowledged and accepted.

Get in touch!

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ICAEW - Licensed Insolvency Practitioners (UK)
Ashtons and Ashtons Recovery are trading styles of Ashtons Business Recovery Ltd, Registered in England & Wales No: 06132474. A list of those Directors who are regulated and authorised by the Institute of Chartered Accountants in England & Wales is available at the Registered Office at: Towngate House, 2-8 Parkstone Road, Poole, Dorset BH15 2PW
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