Standard Terms Of Business

for your retention

The following standard terms of business apply to all engagements accepted by Warr & Co Limited. All work carried out is subject to these terms except where changes are expressly agreed in writing.

 

1 Professional obligations

1.1 We will observe the Bye-laws, regulations and ethical guidelines of 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 guidelines.

1.2 Where you give us confidential information we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to this engagement.

 

2. Commissions

2.1 In some circumstances, commissions or other benefits may become payable to us in respect of transactions we arrange for you, in which case you will be notified in writing of the amount and terms of payment or the basis of calculations. The fees you would otherwise pay will not be reduced by the amount of commissions or benefits.

 

3. Client monies

3.1 We only accept client’s money in exceptional circumstances and when we do this is deposited in a client designated bank account which is segregated from the firms funds.

 

4. Investment services

4.1 Since we are not authorised by the Financial Conduct Authority (FCA) then we may have to refer you to someone who is authorised if you need advice on investments. 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.

4.2 Such advice may include:

• advice on investments generally, but not a recommendation of a particular investment or type of investment;

• referral to a Permitted Third Party (PTP) (an independent firm authorised by the FCA), 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 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,they may:• advice you in connection with the disposal of an investment, other than your rights in a pension policy or scheme;

• advice and assist you in transactions concerning shares or other securities not quoted on a recognised exchange;

• assist you in making arrangements for transactions in investments in certain circumstances; and

• manage investments or act as trustee (or done of a power of attorney) where decisions to invest are taken on the advice of an authorised person.

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

• advise the company, existing or prospective shareholders in relation to exercising rights, taking benefits or share options, valuations and methods of such valuations;

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

• arrange for the issue of new shares; and

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

This paragraph applies to corporate clients only and possibly directors – in all other cases it is not applicable.

4.4 In the unlikely event that we cannot meet our liabilities to you, you may be able to claim compensation under the Chartered Accounts’ Compensation Scheme in respect of exempt regulated activities under taken. Further information can be found at http://www.icaew.com/en/about-icaew/what-we-do/act-in-the-public-interest/complaints- process/investment-business-compensation-scheme

 

5. Fees

5.1 Our fees are either by fixed fee agreement or computed or by reference to time spent on your affairs by the principals and our staff and on the levels of skill and responsibility involved.

5.2 Our terms relating to payment of amounts invoiced and not covered by direct debit or standing orders, where appropriate, are strictly upon receipt of invoice.

 

6. Retention of and access to records

6.1 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 financial statements and self assessment returns. You should retain these records.

6.2 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.

 

7. Reliance on advice

7.1 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.

 

8. Quality control

8.1 As part of our ongoing commitment to providing a quality service, our files are periodically subject to an independent regulatory or 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.

 

9. Help us to give you the right service

9.1 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 contacting Peter Edwards.

9.2 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 ICAEW.

9.3 In order for us to provide you with a high quality service on an ongoing basis it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise follow the terms of the agreement between us set out in this Standard Terms of Business and associated Engagement Letters.

We therefore reserve the right to cancel the engagement between us with immediate effect in the event of:

• your insolvency, bankruptcy or other arrangement being reached with creditors;

• failure to pay our outstanding fees by the due date;

• either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.

9.4 In addition this agreement may be terminated for any reason if 90 days notice is given.

 

10. Applicable law

10.1 The engagement letters are 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 the engagement letters and any matter arising from 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 inappropriate forum, or to claim that those courts do not have jurisdiction.

10.2 If any provision in this Standard Terms of Business or any associated engagement letter, or its application, are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions shall not in any way be affected or impaired.

 

11. Internet communication

11.1 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.

11.2 It is the responsibility of the recipient to carry out a virus check on any attachments received.

 

12. Data Protection Act 1998

12.1 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. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Tim Warr.

 

13. Limitation of Third Party rights

13.1 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 for any aspect of our professional services or work that is made 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.

 

14. Client identification

14.1 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.

 

15. Limitation of liability

15.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses 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 respond promptly to communications from us or other relevant authorities.

15.2 You agree to hold harmless and indemnify us against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing in connection with this agreement. You agree that you will not bring any claim in connection with services provided to you by the firm against any of our directors or employees on a personal basis.