The following terms of business apply to all engagements accepted by Jeffreys Henry. All work is carried out under these terms except where changes are expressly agreed in writing. These terms may be updated from time to time and that the most recent edition of the terms shall govern the relationship with the client with effect from the date on which such terms are published.

1.0 Applicable law and ethics

1.1 This engagement letter shall be governed by, and construed in accordance with English law. The Courts of England 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.

1.2 By signing this engagement letter you confirm and warrant that any person you may notify us is authorised on behalf of all those companies listed to give instructions and information to us on their behalf and to receive our advice and work product on behalf of their companies.

1.3 We are bound by the code of ethics of the Institute of Chartered Accountants in England and Wales (“ICAEW”), and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines.

2.0 Client Identification

2.1 As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.

3.0 Client money

3.1 We may, from time to time, hold money on your behalf. The 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 Institute of Chartered Accountants in England and Wales.

3.2 All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you where the amount earned on the balances held on your behalf in any calendar year exceeds £25.00. If the total sum of money held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then we will put the money in a designated interest-bearing client bank account and pay the interest to you unless you instruct us otherwise. Subject to any tax legislation, interest will be paid gross.

3.3 We will return monies held on your behalf promptly as soon as there is no longer any reason to retain those funds. It is our policy that 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 subject to a deduction for a reasonable administration fee.

3.4 If we receive or hold any property other than clients’ money (for example share certificates) on your behalf in connection with exempt regulated activities or otherwise, we will retain it in safekeeping.

4.0 Accounting for commissions

4.1 Commissions or fees may become payable to us for introductions to other professionals or on transactions we arrange for you, in which case we shall notify you in writing of the amount and terms of payment. We shall not notify you of repeat commissions for particular transactions where these are less than £150 in any particular year. You consent to such commissions or fees being retained by us without our being liable to account to you for any such amounts on the basis that we notify you of the amounts received as stated above. For all other amounts we will account to you for the amount of such commission or other benefits received.

5.0 Complaints procedure and compensation

5.1 If at any time you would like to discuss with us how our service could be improved or if you are dissatisfied with the service you are receiving, please let us know by contacting our administration partner Nick Michaels.

5.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right. If you are still not satisfied you may refer the matter to the Institute of Chartered Accountants in England and Wales.

6.0 Confidentiality

6.1 Unless we are authorised by you to disclose information on your behalf, we confirm that where you give us confidential information we shall at all times during and after this engagement keep it confidential, except as required by law, by our insurers or as provided for in regulatory, ethical, or other professional pronouncements or as part of an external peer review applicable to us or our engagement. This undertaking will apply during and after this engagement.

6.2 In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of and access to information.

6.3 You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.

6.4 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

6.5 We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

7.0 Conflicts of interest

7.1 We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

7.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. You agree that we reserve the right to act during and after our engagement for other clients whose interests are or may be competing with or adverse to yours subject of course to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.

8.0 Data protection

8.1 In this clause the following definitions shall apply:

‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;

‘data protection legislation’ means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;

‘controller’, ‘data subject’, ‘personal data’, and ‘process’ shall have the meanings given to them in the data protection legislation;

‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and

‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

8.2 We shall each be considered an independent data controller in relation to the client personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client personal data.

8.3 You shall only disclose client personal data to us where:

(i) you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available on our website for this purpose);

(ii) you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and

(iii) you have complied with the necessary requirements under the data protection legislation to enable you to do so.

8.4 Should you require any further details regarding our treatment of personal data, please contact dataprotection@jeffreyshenry.com

8.5 We shall only process the client personal data:

(i) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;

(ii) in order to comply with our legal or regulatory obligations; and

(iii) where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice (available on our website) contains further details as to how we may process client personal data.

8.6 For the purpose of providing our services to you, pursuant to our engagement letter, we may disclose the client personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.

8.7 We shall maintain commercially reasonable and appropriate security measures, including administrative, physical and technical safeguards, to protect against unauthorised or unlawful processing of the client personal data and against accidental loss or destruction of, or damage to, the client personal data.

8.8 In respect of the client personal data, provided that we are legally permitted to do so, we shall promptly notify you in the event that:

(a) we receive a request, complaint or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;

(b) we are served with an information, enforcement or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or

(c) we reasonably believe that there has been any incident which resulted in the accidental or unauthorised access to, or destruction, loss, unauthorised disclosure or alteration of, the client personal data.

8.9 Upon the reasonable request of the other, we shall each co-operate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to you in accordance with our engagement letter with you in relation to those services. This clause applies to personal data provided by or on behalf of you in connection with an agreement to provide business services or any engagement letter. Each party shall comply with GDPR when processing such personal data in particular, you shall ensure that any disclosure of personal data to us complies with GDPR.

9.0 Disengagement

9.1 Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period 18 months or more we may issue to your last known address a disengagement letter and hence cease to act.

10.0 Electronic and other communication

10.1 Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

10.2 With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.

10.3 Any communication by us with you sent through the post [or DX] system is deemed to arrive at your postal address two working days after the day that the document was sent.

11.0 Fees and payment terms

11.1 Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.

11.2 If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case. Otherwise our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs multiplied by their charge-out rate per hour, VAT being charged thereon. Charge out rates are reviewed annually, and may be varied at other times according to circumstance.

11.3 Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

11.4 In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

11.5 We will bill at appropriate intervals and our invoices will become due for payment upon presentation. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

11.6 Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees. Should these costs be incurred to fulfil our engagement then such necessary additional charges may be payable by you.

11.7 It is our normal practice to issue ‘Applications for Payment’ when dealing with continuous or recurring work. The payment terms for ‘Applications for Payment’ are the same as for invoiced fees. A VAT invoice will be issued to you upon receipt of your payment.

11.8 You will enter into a Direct Debit mandate with us through our direct debit provider (currently GoCardless):

(i) Any invoices amounting to less than £500 incl. VAT will be collected by direct debit within 30 days of issue but we will always advise you in advance when such amounts will be collected.
(ii) We reserve the right to collect overdue invoices by direct debit where our credit terms have been exceeded by 30 days and no other payment arrangements are in place but we will always advise you in advance when such amounts will be collected.
(iii) You will at all times be protected by the Direct Debit Guarantee whereby you will be entitled to a full and immediate refund of the amount paid if there has been an error but if you receive a refund that you are not entitled to then you must pay it back to the direct debit provider immediately.
(iv) You may cancel the direct debit mandate at any time by contacting your bank.

11.9 We reserve the right to charge interest on late paid invoices at the rate of 3% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

11.10 If you do not accept that an invoiced fee is fair and reasonable you must notify us within 30 days of receipt, failing which you will be deemed to have accepted that payment is due.

11.11 If a client company, trust or other entity is unable or unwilling to settle our fees we reserve the right to seek payment from the individual (or parent company) giving us instructions on behalf of the client and we shall be entitled to enforce any sums due against the Group Company or individual nominated to act for you.

12.0 Implementation

12.1 We will only assist with implementation of our advice if specifically instructed and agreed in writing.

13.0 Intellectual property rights

13.1 We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

14.0 Interpretation

14.1 If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

14.2 References in this letter to “we”, “us” or “our” and to “Jeffreys Henry” in our letter of engagement and terms of business are to each of the members of the Jeffreys Henry group which may provide services to you from time to time. To the extent that different entities within the Jeffreys Henry group provide services to you, separate terms of engagement will be created between you and each such entity on the terms of the letter of engagement provided and these terms of business. References to the Jeffreys Henry group are to the following entities (or such other entities of which we may advise you from time to time):

• Jeffreys Henry LLP, a limited liability partnership registered in England and Wales with number OC306971;
• Jefferys Henry Audit Limited, a limited liability company registered in England and Wales with number 13172931; and
• Jeffreys Henry Business Services Limited, a limited liability company registered in England and Wales with number 13128469;
each such entity having its registered address at Finsgate, 5-7 Cranwood Street, London, EC1V 9EE.

15.0 Internal disputes within a client and interpretations

15.1 If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office or if different the normal place of business for the attention of the directors or proprietors. If conflicting advice, information or instructions are received from different directors or proprietors in the business we will refer the matter back to the board of directors or the proprietors and take no further action until the directors/proprietors have agreed the action to be taken.

15.2 If any provision of this engagement letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.

15.3 In the event of any conflict between the terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

16.0 Investment advice (including insurance mediation services)

16.1 Investment business is regulated by the Financial Services and Markets Act 2000. If during the provision of professional services to you, you need advice on investments, we may have to refer you to someone who is authorised by the Financial Conduct Authority, as we are not. However, as we are licensed by the Institute of Chartered Accountants in England and Wales, we may be able to provide certain investment services that are complementary to, or arise out of, the professional services we are providing to you. 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 in respect of exempt regulated activities undertaken.

16.2 Should you require advice on investment business which we are unable to give as we are not authorised by the Financial Conduct Authority, we can introduce you to Jeffreys Henry Financial Services Limited who are a permitted third party (PTP) authorised by the Financial Conduct Authority. Jeffreys Henry Financial Services Limited is a company in which some members of the firm have a financial interest.

16.3 The PTP will issue you with its own terms and conditions letter, will be remunerated separately for its services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. We will act as introducers but would be pleased to comment on, or explain any advice received and if required attend any meetings with you.

16.4 We do not receive any income from the PTP but some partners benefit from the profit made by that firm. Income received by that firm will be advised to you by the PTP directly.

16.5 To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning investment business matters. For example, it may be in your interests to sell a particular investment, and we would wish to inform you of this. We may therefore contact you in such circumstances. We shall, of course, comply with any restrictions you may wish to impose which you notify to us in writing.

17.0 Lien

17.1 Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

18.0 Limitation of liability and proportionality

18.1 We provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.

18.2 We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.

18.3 We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

18.4 We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.

18.5 You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.

18.6 Where the engagement Letter specifies an aggregate limit of liability, then that amount shall be the maximum aggregate liability of each member of the Jeffreys Henry group, its principals, partners or members, directors, agents and employees (as the case may be) to all persons to whom the engagement letter is addressed and also any other person that we have agreed with you may rely on our work, save that where more than one member of the Jeffreys Henry group provides services of the same nature in relation to the same matter any such aggregate limit of liability stated shall be the maximum aggregate liability of both such entities (and their respective principals, directors, agents, etc.). By signing the engagement letter you agree that you have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If you do not wish to accept it you should contact us to discuss it before signing the engagement letter. Nothing in the engagement letter or these terms of business seeks to or shall limit the liability of any member of the Jeffreys Henry group, its principals, partners or members, directors, agents or employees for any liability to the extent the same may not be limited or excluded as a matter of law.

18.7 You agree that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals, partners, members, directors, agents or employees (as the case may be) on a personal basis.

18.8 You agree to hold harmless and indemnify us against any misrepresentation made to us in connection with this agreement.

18.9 In respect of all services other than statutory audits under the Companies Act 2006 the liability of each member of the Jeffreys Henry group for all and any damages or losses (including interest and cost) suffered or incurred by the addressee(s) of this letter shall be limited to the proportion of such damages or losses which may be justly and equitably attributed to such member of the Jeffreys Henry group after taking into account the contributory negligence (if any) of the addressee(s) and of any other third party found to be liable to contribute to the said damages or losses pursuant to the Civil Liability (Contribution) Act 1978.

19.0 Limitation of Third Party rights

19.1 The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

20.0 Period of engagement and termination

20.1 Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.

20.2 Each of us may terminate our agreement by giving not less than 21 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us [or HMRC] with misleading information, in which case we may terminate this agreement
immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

20.3 In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons
to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

20.4 Once agreed, this letter will remain effective from the date of signature until it is replaced. You or we may agree to vary or terminate our authority to act on your behalf at any time without penalty, but any such variation shall not affect any rights or obligations of either of us already accrued. Notice of termination must be given in writing. If any provision in this letter is held to be void then that provision will be deemed not to form a part of this contract.

20.5 Termination will not in any event affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payment save that you will pay: –

(i) our fees to the date of termination;
(ii) any additional expenses necessarily incurred by us in terminating this engagement letter;
(iii) any losses necessarily realised in settling or concluding outstanding obligations.
(iv) any costs incurred by us in providing information to successor auditors.

20.6 On termination of our appointment we will promptly account to you for any and all investments and cash held by us for your account, save that we shall be entitled to retain such investments and cash as may be required to settle transactions already initiated and to pay any outstanding liabilities.

21.0 Professional rules and statutory obligations

21.1 We will observe and act in accordance with the bye-laws, regulations and code of ethics of the Institute of Chartered Accountants in England and Wales and will 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.icaew.com/en/members/regulations-standards-and-guidance.

21.2 We confirm that we are Statutory Auditors eligible to conduct audits under the Companies Act 2006. When conducting audit work we are required to comply with the Ethical Standards for Auditors, and the International Auditing Standards (UK & Ireland) which can be accessed on the internet at https://www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors.aspx. We are also required to comply with the Audit Regulations and Guidance which can be accessed on the internet at www.icaew.com/auditnews.

22.0 Quality control

21.1 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 our principals and staff.

23.0 Reliance on advice

23.1 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.

23.2 Where in the course of our services you wish us to comment on the commercial aspects of legal documents drafted by lawyers or others whilst every care will be taken in the advice we give in relation to any information contained in such documents, such advice and/or comment should not be taken as settling
the documents. Accordingly, we cannot accept any liability or responsibility for any loss or damage suffered as a result of any defect in such documents arising from their drafting, preparation, completion or the mechanics of putting them into effect.

24.0 Retention of papers

24.1 You have a legal responsibility to retain documents and records relevant to your financial affairs. During the course of our work we may collect information from you and others relevant to your tax and financial affairs. We will return any original documents to you [if requested]. Documents and records relevant to your tax affairs are required by law to be retained as follows:

Individuals, trustees and partnerships:
• with trading or rental income: 5 years and 10 months after the end of the tax year
• otherwise: 22 months after the end of the tax year

Companies, Limited liability Partnerships, and other corporate entities:
• 6 years from the end of the accounting period

24.2 Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period.

25.0 Company secretarial

25.1 A private UK company is required to file its financial statements at Companies House within nine months of the year end. The company will be liable to a fine if it fails to do so. We accept no responsibility for fines or regulatory action taken against the directors where the statutory financial statements are not available for filing.

26.0 The Provision of Services Regulations 2009 (as amended)

26.1 It is hereby agreed between us that the above Act does not apply to the terms of this engagement or any subsequent amendment to it unless expressly confirmed in writing that the said Act does apply.

26.2 We are registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. Details of our audit registration can be viewed at www.auditregister.org.uk for the UK [and www.cro.ie/auditors for Ireland], under reference number C001108797.

26.3 Our professional indemnity insurer is Axis Speciality Europe Limited, 4th Floor, Plantation Place, South Great Tower Street, London EC3R 5AZ. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.

27.0 Meeting the requirements in relation to money laundering

27.1 Under the Proceeds of Crime Act 2002 and also pursuant to EU Directives on money laundering, we are obliged to report to the appropriate authorities any instances where we either know or suspect that a client is engaged in money laundering activities or where there are reasonable grounds for knowing
or suspecting that it may be the case. In either case, it would be a criminal offence for us not to make a report to the authorities. It would also be a criminal offence for us to inform clients that such a report has been made. Where we are in good faith statutorily obliged to make a money laundering report to the authorities and to release otherwise confidential data to them, we shall be exempt from all and any professional and legal confidentiality obligations to you as our client.

28.0 Morison Global and JHI International Association

28.1 For the avoidance of doubt please be aware that neither Morison Global nor JHI are an international/global/worldwide partnership either in relation to all of the members collectively or any two or more members together.

29.0 Timing of our services

29.1 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.

30.0 Transfer and assignment

We may at any time assign, novate or otherwise transfer the benefit of any rights and/or obligations under or arising out of this engagement and you agree to assist us as we may reasonably request to give effect to the foregoing, including by signing or executing any assignment, novation or other documents of transfer. These provisions are separate from and without prejudice to the creation of legal relations between you and members of the Jeffreys Henry group who may provide services to you from time to time pursuant to the letter of engagement and these terms.

31.0 Recruitment

Should you recruit a member of our staff whilst still in the employ of Jeffreys Henry or for a period of six months of them leaving Jeffreys Henry, you will be required to pay a recruitment fee in the sum of twenty five percent of their last annual salary with Jeffreys Henry.