Our Terms of Engagement

Services

In accordance with the requirements of our Institute, the provision of all services, and respective responsibilities of yourselves and ourselves, will be agreed in writing before we accept instruction. Please contact us for further details of our terms of engagement for specific types of instruction.

Ethical Guidelines

As an independent professional chartered accountancy firm, we are bound by the ethical guidelines of our professional body, 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. In common with all accountancy and legal practices, we are required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2003 to:

• Maintain identification procedures for all new clients;
• Maintain records of identification evidence;
• Report, in accordance with the relevant legislation, to the National Criminal Intelligence Service.

Investment Services

Although we are not authorised by the Financial Services Authority to conduct Investment Business, we are licensed under the Designated Professional Body (DPB) Regulations of the ICAEW to provide certain limited investment services where these are complementary to, or arise out of, the professional services we are providing to you.

In particular, we may:

• advise you on investments generally, but not recommend a particular investment or type of investment;
• refer you for a full range of investments to an Authorised Third Party (ATP) (an independent firm authorised by the FSA), assist you and the authorised third party during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The ATP will issue you with his own terms and conditions letter, will be remunerated separately for his services and will take full responsibility for compliance with the requirements of the Financial Services and Markets Act 2000. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission. Our associated financial services company, Whiting & Partners Financial Services Limited, is one such ATP regulated separately by the Financial Services Authority.
• assist you in making arrangements for transactions in a limited range of investments in certain circumstances;
• advise and assist you in transactions concerning shares or other securities not quoted on a recognised exchange; and
• manage investments or act as trustee (or donee of a power of attorney) where decisions to invest are taken on the advice of an authorised person

We may also, on the understanding that the shares or other securities of the company are not publicly traded:

• advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options valuation and methods;
• arrange any agreements in connection with the issue, sale or transfer of the company's shares or other securities;
• arrange for the issue of the new shares; and
• act as the addressee to receive confirmation of acceptance of offer documents etc.

Should you require us to assist in arranging any of your investment business, you must instruct us in writing. Please note that we cannot do further Investment Business for you unless you agree with us the terms and conditions that will apply.

If, at your request, we or our Financial Services Company undertake Investment Business services or corporate finance activities which are not integral to the general professional services rendered to you, this work would be subject to a further engagement letter from us and/or terms of business issued separately by them.

We may give advice to you over the telephone or in writing. To enable us to provide a proper service to you, there may be occasions when it may be in your interests that we need to contact you without your express invitation. We therefore may 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.

If you are dissatisfied in any way about our services described in this section, you should follow the procedures set out in the 'Help us to give you the right service' section of this letter and, if 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.

Client monies

We may, from time to time, hold money on your behalf. Such 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.

In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £25. Any such interest would be calculated using the prevailing rate applied by Barclays Bank Plc for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

Fees

Our fees are computed on the basis of time spent on your affairs by the Principals and our Staff, and on the levels of skill and responsibility involved.

Unless otherwise agreed our fees will be charged separately for each of the main classes of work described above. You will be billed at appropriate intervals during the course of the year. Payment of fees will be due within thirty days of the date of the payment request.

For normal ongoing continuous supply services the initial payment request issued will not be a tax invoice for VAT purposes but will include a notional amount for VAT. On receipt of your payment a tax invoice will be issued to enable you to recover input tax where applicable. However, please note that for exceptional "non-continuous" work only a VAT invoice will be issued in certain rare circumstances.

If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional time spent on your affairs and will therefore involve higher fees. Accordingly we would like to point out that it is in your interests to ensure that your records etc, are completed promptly to the agreed stage.

Fees rendered for work done are payable in full irrespective of whether any report is signed or accounts are made available for filing, unless otherwise agreed in writing.

There are a variety of ways in which you may pay your fees. This can be done by cheque or cash, Standing Order, Direct Debit, Credit Card or Payment Plan. If you wish to pay by Standing Order please advise us and we will agree with you an appropriate figure and take your necessary bank details. Similarly if you would like to pay by Direct Debit or Payment Plan please contact us so that we can take the necessary details.

Our terms relating to payment of fees rendered and not covered by standing orders, where appropriate, are strictly 30 days net. Interest will be charged on all overdue debts at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.

In response to the ever increasing number of Inland Revenue and Customs & Excise enquiries, we have introduced a fee protection insurance scheme. If you are interested in this protection, please contact us for further details.

Retention of and access to records

During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your accounts/returns/audit

Whilst certain documents may legally belong to you, 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 you require retention of any document you must notify us of that fact in writing.

Quality control

As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

Help us to give you the right service

If at any time 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, please let us know, by telephoning your normal engagement partner or M B Hancock (Chairman of Whiting & Partners).

We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with the Institute of Chartered Accountants in England and Wales.

Applicable Law

This engagement letter is governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. 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 inappropriate forum, or to claim that those courts do not have jurisdiction

Electronic communication

Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

It is the responsibility of the recipient to carry out a virus check on any e-mail and attachments received.

Data Protection Act 1998

We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Mr. M. R. Caddock.

Contracts (Rights of Third Parties) Act 1999

Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not effect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

Completeness of Information

We will provide our professional services outlined in the specific engagement letter with reasonable care and skill. However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax or other liabilities arising from the supply by you or others of incorrect or incomplete information, or your or others' failure to supply any appropriate information or your failure to act on our advice or to respond promptly to communications from us or the tax or other authorities.