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STANDARD TERMS OF BUSINESS

The following Standard Terms of Business apply to all engagements accepted by Alexander Rosse Limited. All work is carried out under these Standard Terms of Business. We will observe the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to provide services to you on the basis that we will act in accordance with them. These can be found at www.icaew.co.uk/membershandbook. Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

1

DEFINITIONS

 

"Company" or "you" means the company or person specified in an Engagement Letter.

 

"Alexander Rosse" "we" "us" "our" means Alexander Rosse Limited.

 

"Engagement Letter" means a letter or email sent to the Company setting out the scope of services to be provided which incorporates these Standard Terms of Business.

 

"Standard Terms of Business" mean these standard terms of business, as may be amended from time to time by Alexander Rosse.

2

ENGAGEMENT TERMS

 

All services undertaken by Alexander Rosse for the Company will be in accordance with an Engagement Letter. There may be one or more Engagement Letters. Each Engagement Letter shall be subject to these Standard Terms of Business. The Standard Terms of Business together with each Engagement Letter constitute separate enforceable agreements between you and us. We may update these Standard Terms of Business from time to time and if we do we will inform you.

3

SCOPE

3.1

The scope of the services we have agreed to provide shall be set out in an Engagement Letter.

3.2

We may agree from time to time to undertake to provide additional services. Such services will be subject to the terms of the original Engagement Letter, save to the extent that they are covered by a subsequent Engagement Letter. Nothing in the original Engagement Letter shall require us to undertake to provide the additional services.

4

STANDARD OF SERVICES

4.1

We will provide our professional services with reasonable care and skill

4.2

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.

4.3

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 to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.

4.4

We are bound by the ethical guidelines of our professional institute ("The Institute of Chartered Accountants in England & Wales"), and accept instructions to act for the Company on the basis that we will act in accordance with those ethical guidelines.

4.5

As part of our ongoing commitment to provide a quality service, our files are periodically reviewed by an independent regulatory or quality control body. These reviewers are highly experienced professionals and are bound by the same rules of confidentiality as our principals and staff.

4.6

When dealing with HMRC on your behalf we are required to be honest and to take reasonable care to ensure that your returns are correct. To enable us to do this, you are required to be honest with us and to provide us with all necessary information in a timely manner. For more information about ‘Your Charter’ for your dealings with HMRC, visit www.gov.uk/government/publications/your-charter. To the best of our abilities, we will ensure that HMRC meet their side of the Charter in their dealings with you.

5

FINANCIAL AND OTHER SERVICES

5.1

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. In these circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In such cases we will notify you in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You agree that we can retain the commission or other benefits without being liable to account to you for any such amounts.

5.2

However, as we are licensed by ICAEW, 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.

5.3

Such advice may include, inter alia, the following;

 

(a)

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

 

(b)

introducing you to a Permitted Third Party (PTP) (an independent firm authorised by the Financial Conduct Authority), assisting you and the PTP during the course of any advice given by that party and commenting on, or explaining, the advice received (but not making alternative recommendations). 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.

 

(c)

assisting you in making arrangements for transactions in investments in certain circumstances;

 

(d)

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

 

(e)

on the understanding that the shares or other securities of the company are not publicly traded:

 

(i)

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

 

(ii)

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

 

(iii)

arranging for the issue of the new shares; and

 

(iv)

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

5.4

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 what are called ‘exempt regulated activities’ undertaken.

6

CONFLICTS OF INTEREST

6.1

We reserve the right during our engagement by you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours.

6.2

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. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.

6.3

If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by ICAEW’s Code of Ethics, which can be viewed at icaew.com/en/membership/regulations-standards-and-guidance/ethics. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality below.

6.4

If we become aware of a dispute between the parties who own a business which has engaged us, or who are in some way involved in its ownership and management, 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 normal place of business for the attention of the directors. If conflicting advice, information or instructions are received from different directors /principals in the business, we will refer the matter back to the board of directors/the partnership and take no further action until the board /partnership has agreed the action to be taken.

7

CONFIDENTIALITY

7.1

Unless we are authorised by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.

7.2

You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.

7.3

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.

7.4

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.

7.5

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.

7.6

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.

7.7

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

8

DATA PROTECTION

8.1

This clause applies to personal data provided by or on behalf of you in connection with an agreement to provide business services including in any Engagement Letter. Each party shall comply with the Data Protection Act 1998 (as amended or replaced) ("Privacy Laws") when processing such personal data. In particular, you will ensure that any disclosure of personal data to us complies with the such legislation.

8.2

We confirm that any personal data will at all times be owned by the data subject. We will implement appropriate technical and organisational measures in such a manner that the processing of the personal data meets the requirements of Privacy Laws and ensures the protection of the rights of each data subject.

8.3

We shall: (a) process personal data only on your behalf, for your benefit and only for the purpose of performing our obligations pursuant to an Engagement Letter and/or Standard Terms of Business; (b) act only in accordance with your reasonable instructions in relation to the personal data; (c) hold in strict confidence any and all personal data; (d) cause each of our personnel who have access to personal data to comply with the terms and conditions of this clause 8 in the same manner as we are bound under these Standard Terms of Business and we are responsible for any acts or omissions of such personnel; (e) provide all reasonable co-operation, assistance and information to you to allow you to: (i) conduct a defence of any claim or allegation that there has been any unauthorised use, processing, disclosure or acquisition of or access to any personal data, (ii) investigate, prevent, mitigate or rectify any information security incident, and (iii) perform all of your obligations under all applicable Privacy Laws and, in particular, the obligation to provide data subjects with access to personal data.

8.4

We shall not except with your prior written consent: (a) transfer personal data outside the European Economic Area in breach of Privacy Laws; (b) share, transfer, disclose or otherwise provide access to any personal data to any third party, or contract out any of our rights or obligations concerning personal data, except to third parties who have a genuine need to know personal data as a necessary condition to our performance of our obligations or as instructed by you; or (c) retain personal data for longer than is necessary to comply with our obligations.

8.5

We shall, in accordance with industry best practices: (a) establish controls to ensure the confidentiality of personal data and to ensure that personal data are not disclosed contrary to the provisions of this clause 8 or any applicable Privacy Laws; and (b) develop, implement and maintain reasonable security procedures and practices to protect personal data from unauthorised access, destruction, use, processing, modification and disclosure; and, without limiting the foregoing, we shall maintain and implement a written information security program that includes appropriate administrative, technical, organisational and physical safeguards and other security measures designed to: (i) ensure the security and confidentiality of personal data; (ii) protect against any actual, suspected or anticipated threats or hazards to the security and integrity of personal data, and (iii) protect against any information security incident.

8.6

We shall provide training, as appropriate, regarding the privacy, confidentiality and information security requirements in the Standard Terms of Business to our staff with access to personal data.

8.7

We shall notify you promptly in writing of: (a) any breach of this clause 8 or any information security incident of which we become aware, and such notice shall summarise in detail the effect on you of the breach or information security incident and the corrective action taken or to be taken by us; (b) any request with respect to personal data received directly from a data subject. We shall co-operate with you in fulfilling, or responding to, such request.

8.8

We will answer your reasonable enquiries to enable you to monitor compliance with this clause. You shall be allowed to audit compliance with this clause upon reasonable notice, within office hours and no more than once in any three calendar years.

8.9

We acknowledge that any breach of this clause or any unauthorised use, processing, disclosure or acquisition of or access to any personal data could cause immediate and irreparable harm to you or a data subject, as applicable, for which monetary damages might not constitute an adequate remedy. We therefore acknowledge and agree that you or a data subject, as applicable, may obtain specific performance and injunctive or other equitable relief for such violation, in addition to any remedies at law, without proof of actual damages.

8.10

We shall indemnify you from and against all claims, liabilities, costs and expenses (including reasonable legal costs) arising out of a breach of this clause.

8.11

In common with all accountancy practices the company is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2003 to have identification procedures for all new clients maintain records of identification evidence, and report in accordance with the relevant legislation and regulations.

9

COMMUNICATION

9.1

We will communicate with you or any person who is a director of the company or partner in the business at the time. This includes any marketing communications. That person will represent the business and will be responsible for keeping all other directors or partners informed as he/she feels appropriate. We will not be responsible for disseminating information to all directors or partners. We may communicate with you by email. As with other means of delivery this carries with it the risk of inadvertent misdirection, interception or non-delivery.

9.2

The recipient is responsible for carrying out a virus check on attachments. Internet communications may be corrupted, and, we accept no responsibility for changes to such communications after their despatch. We do not accept responsibility for any errors or problems that may arise through the use of the internet and you must accept all risks connected with sending commercially sensitive information relating to the company. If you do not accept this risk, you should notify us in writing that email is not acceptable to you.

10

OUR CHARGES

10.1

Our fees may depend not only upon the time spent on your affairs by the directors, our staff and sub-contractors 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.

10.2

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.

10.3

10.3 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.

10.4

If it is necessary to carry out work outside the responsibilities outlined in your Engagement Letter it will involve additional fees.

10.5

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 services were 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.

10.6

Our fees are exclusive of VAT which will be added where it is chargeable. Any agreed 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.

10.7

Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.

10.8

We will bill periodically and our invoices are due for payment within 7 days of presentation unless agreed otherwise.

10.9

It is our normal practice to ask clients to pay by monthly direct debit and to periodically adjust the monthly payment (subject to agreement by you) by reference to actual time recorded carrying out services in accordance with the Engagement Letter.

10.10

If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

10.11

Subject to clause 10.12 below, only someone who is a party to this agreement has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right or remedy that exists independently of the Act. The advice we give you is for your sole use and is confidential to you and will not constitute advice for any third party to whom you may communicate it. We will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

10.12

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. It is normal practice for us to ask that a guarantor be designated to guarantee to pay our invoices in the event of default by you as the principal debtor.

10.13

If, for any reason, our engagement is terminated by you before we carry out the services specified within the Engagement Letter(s) for the first time, we reserve the right to invoice an administrative charge of £75+VAT.

10.14

We reserve the right to charge interest on late paid invoices 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, having given written notice, if payment of any fees is unduly delayed. We intend to exercise these rights only if we consider it is fair and reasonable to do so.

11

CLIENT MONEY

11.1

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 ICAEW’s Clients’ Money Regulations.

11.2

All client monies will be held in an interest-bearing account. To avoid excessive administration, interest will only be paid to you if the amount earned on the balances held on your behalf in any calendar year exceeds £100.00. 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, we will put the money in a designated interest-bearing client bank account and pay the interest to you. Subject to any tax legislation, interest will be paid gross.

11.3

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

12

LIMITATION OF LIABILITY

12.1

Nothing in these Standard Terms of Business or any Engagement Letter shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of either party, or their servants, agents, or employees; fraud or fraudulent misrepresentation; or payment of sums properly due and owing to the other in the course of normal performance of these Standard Terms of Business or any Engagement Letter.

12.2

We will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities where you or others supply incorrect or incomplete information, or fail to supply any appropriate information, or where you fail to act on our advice, or respond promptly to communications from us or the tax or other authorities.

12.3

Subject to clauses 12.1 and 12.2, neither party shall be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with this Agreement for:

 

(a)

loss of profit;

 

(b)

loss of anticipated savings;

 

(c)

loss of business opportunity;

 

(d)

loss of or corruption of data;

 

(e)

loss or damage resulting from third party claims;

 

(f)

loss of goodwill or reputation; or

 

(g)

indirect or consequential losses,

12.4

Subject to clauses, 12.1, 12.2 and 12.3, our liability to you under or in connection with these Terms of Business and any Engagement Letter (whether in contract, tort or for any other reason) shall be limited to £1million in aggregate.

12.5

Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.

13

PERSONNEL

13.1

The Company agrees that it will not either on its own account or in partnership or association with any person, firm, company or organisation or otherwise and whether directly or indirectly during the term of an Engagement Letter solicit or entice away or attempt to solicit or entice away (or authorise the taking of any such action by any other person) any member of our staff.

13.2

If any member of our staff should subsequently be directly or indirectly employed by the Company within six months of leaving Alexander Rosse, the Company will become liable to pay to us a recruitment fee of 49% of the gross starting salary of that individual.

14

FORCE MAJEURE

14.1

Neither party shall be liable in damages or have the right to terminate for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

15

ASSIGNMENT OF CONTRACT

15.1

We reserve the right to assign or otherwise transfer our rights or obligations under these Standard Terms of Business and any Engagement Letter to a third party of our choice.

16

TERMINATION

16.1

Each agreement contained in an Engagement Letter and subject to these Standard Terms of Business (an "agreement") shall start on the date stated in the Engagement Letter and shall continue until all services to be provided under the Engagement Letter have been provided, or until terminated earlier in accordance with the terms of such agreement.

16.2

Each party shall be entitled to terminate an agreement by giving one calendar month's notice to the other.

16.3

Each party may, on giving written notice to the other (including by email) terminate an agreement subject to these Standard Terms of Business with immediate effect if:

 

(a)

the other party is in material breach of an agreement and such breach is incapable of remedy; and

 

(b)

the other party is in breach of an agreement and, where such breach is capable of remedy, fails to remedy such breach within 30 days of being so requested.

16.4

Either party shall be entitled, on giving written notice to the other (including by email) to terminate an agreement with immediate effect if:

 

(a)

any meeting of creditors of the other party is held or any arrangement or composition with or for the benefit of its creditors is proposed or entered into by or in relation to the other party;

 

(b)

a receiver, administrative receiver or other encumbrancer takes possession of or is appointed over any of the other party’s assets or any distress execution or other process is levied or enforced (and is not discharged within 30 days) on the whole or any part of the assets of the other party;

 

(c)

the other party ceases or threatens to cease to carry on business or is or becomes unable to pay its debts;

 

(d)

a petition is presented or a meeting is convened for the purpose of considering a resolution for the making of an administrative order, the winding up bankruptcy or dissolution of the other party (and is not dismissed within (30) days of the presentation or the convening); or

 

(e)

any event analogous to any of the foregoing occurs in any jurisdiction provided that clause 16.4 (a) to (d) inclusive shall not apply in the event of a solvent reconstruction of the other party.

16.5

We shall be entitled to terminate an agreement with immediate effect if:

 

(a)

you fail to make any payment when it becomes due; or

 

(b)

if you experience a Change of Control. "Control" shall mean the possession by any person(s) directly or indirectly of the power to direct or cause the direction of another person and "Change of Control" is to be construed accordingly. If you experience a Change of Control you will notify us in writing of this within 30 days after the Change of Control. If we have not exercised our right of termination under this clause within 30 days following receipt of notice of the Change of Control, our right of termination will expire.

16.6

You shall be entitled to terminate an agreement with immediate effect if acting reasonably and in good faith you have reason to believe that we are unable or have failed to comply with clause 8 (Data Protection).

16.7

All rights and obligations of the parties shall cease to have effect immediately upon termination of the agreement except that termination shall not affect the accrued rights and obligations of the parties at the date of termination (including our right to be paid all sums due).

17

DISENGAGEMENT

17.1

If the agreement between you and us is terminated, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. If we have no contact with you for a period of 12 months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.

18

RETENTION OF AND ACCESS TO RECORDS

18.1

During the course of our work we will collect information from the Company and others acting on the Company's behalf and will return any original documents to the Company following the preparation of the Company's accounts (or following completion of other work, as applicable) subject to payment in full of our fees.

18.2

Upon termination of an agreement between you and us, and at the Company's request, all the Company's documentation, files and paperwork and any personal data will be returned to the Company directly provided that all fees owing to us by the Company have been paid in full. We will accept no liability for documents lost or damaged whilst in transit.

18.3

Whilst certain documents may legally belong to the Company, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If the Company requires retention of any document the Company must indicate that fact to us.

19

HELP US TO GIVE YOU THE BEST SERVICE

19.1

We are committed to providing you with a high quality service that is both efficient and effective.

19.2

In the unlikely event that you are not 100% happy with any element of the services we provide in the first year of receiving services from us, we will refund the total fee for the element of the service you are not happy with, as long as you tell us in that first year.

19.3

If, at any point you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, or wish to claim a refund per 19.2 above, please let us know by contacting the Chairman at Milton Keynes Business Centre, Foxhunter Drive, Milton Keynes, MK14 6GD

19.4

We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction, you may, of course, take up the matter with our professional body, ICAEW.

20

INTELLECTUAL PROPERTY RIGHTS AND USE OF OUR NAME

20.1

We will retain ownership of all intellectual property rights in any document prepared by us during the course of carrying out the engagement except where the law specifically states otherwise.

20.2

You are not permitted to use our name in any statement or document you may issue unless our prior written consent has been obtained. The only exception to this restriction would be statements or documents that, in accordance with applicable law, are to be made public.

21

INTERPRETATION

21.1

If any provision of an Engagement Letter or these Standard Terms of Business is held to be void, that provision will be deemed not to form part of the contractual relationship between the parties, but all other provisions shall remain in full force and effect. Any failure or delay by Alexander Rosse in exercising a right or provision of an Engagement Letter or these Standard Terms of Business shall not constitute a waiver of this right or provision. The Engagement Letter(s) and these Standard Terms of Business represent the entire understanding between you and us in respect of our relationship. In the event of any conflict between these Standard Terms of Business and an Engagement Letter or appendices, the relevant provision in the Engagement Letter or appendices will take precedence.

22

GOVERNING LAW

22.1

Our engagement with you is governed by, and interpreted in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning any Engagement Letter and these Standard Terms of Business and any matter arising from or under them. Each party irrevocably waives any right it may have to object to any 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.