1 Application of Terms

1.1 The terms set out in these terms of business apply automatically to all dealings between Arnold Hill & Co LLP and the person (including for the purpose of these terms any company, corporation, partnership or other incorporated or unincorporated body) to whom our services are supplied. For the purpose of these terms, the supply of services to you will be termed our engagement.

1.2 Our services (agreed services) will be as set out in our engagement letter or otherwise as confirmed by us to you in writing, including for the purpose of these terms any form of electronic communication (engagement terms).

1.3 If there is any conflict between them, the engagement terms will prevail over these terms.

1.4 All work is carried out under these terms except where changes are expressly agreed in writing.

2 Identification

2.1 In order to comply with the provisions of the Proceeds of Crime Act 2002 we must, when first acting for you, establish your identity. It is therefore a condition of our engagement that you will supply us with such identification information as we may reasonably require or request from time to time. If we are not given satisfactory information in sufficient time we will not be able to act for you in respect of any engagement and you will be responsible for any loss suffered as a result of us not being able to act.

2.2 The Proceeds of Crime Act 2002 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) require us to maintain records of identification evidence. By agreeing to our terms of business you consent to us holding such information as we believe is required to comply with these requirements.

2.3 The Proceeds of Crime Act 2002 imposes on us wide ranging statutory obligations to report to the relevant authority
circumstances of which we have a knowledge or suspicion, that another person is engaged in certain criminal activities (including acquiring and possessing the proceeds of any crime). There is no de minimis level in respect of our obligations to report.

2.4 If we make a notification to the relevant authorities, we will not be able to inform you of this fact unless we have the express permission from the relevant authorities.

2.5 Until we have received a response from the relevant authority, we may not be able to proceed with the engagement. Consent to proceed with the engagement, if given, may take some time to obtain. If consent is refused we will, by law, be unable to tell you why we cannot proceed.

2.6 Where we are unable to proceed because of our duties under the Proceeds of Crime Act, we will be entitled to charge appropriate fees for the work carried out to the date of termination, notwithstanding that we have been unable to complete the engagement.

2.7 We will not be liable for any costs, claims, penalties or other losses incurred by you resulting from or in connection with the compliance by us with our obligations under the Proceeds of Crime Act, whether or not clearance is given to proceed.

3 Liability

3.1 We will perform the Services with reasonable skill and care and acknowledge that we will be liable to you for losses, damages, cost or expenses (“loss” or “losses”) caused by our negligence or breach of contract, subject to the following provisions:

(a) We will not be liable if such losses are due to the provision of false, misleading or incomplete information or documentation or due to the acts or omissions of any other person;

(b) Our aggregate liability, whether to you or any third party, of whatever nature, whether in contract, tort or otherwise, for any losses whatsoever and howsoever caused by or arising from this engagement, shall not exceed the amount specified in our letter of engagement. If the engagement letter does not mention it, the limit of our liability is capped at £5 million (including interest).

(c) Nothing in this clause is intended to exclude or limit our liability for our fraud or wilful default or for any other acts or losses that cannot lawfully be excluded or limited.

4 Investment Advice

4.1. We are regulated by the Institute of Chartered Accounts in England and Wales. We are not regulated by the Financial Conduct Authority.

4.2. 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 and who is authorised to provide any necessary advice.

4.3. We are not therefore permitted to undertake regulated activities. However, as we are licenced by ICAEW, we may be able to provide certain investment services that are complimentary to, or arise out of, the professional services we are providing to you. Such advice may include explaining advice received from a permitted third party and advising on disposals. 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. Further information about the scheme and the circumstances in which grants may be made is available on ICAEW’s website: www.icaew.com/cacs.

5 Commissions and other Benefits

5.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In this case we will notify you in writing of the amount and terms of payments in receipt of any such commission or benefits.

6 Professional Rules and Practice Guidelines

6.1 We will observe the bylaws, 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. You can see copies of these requirements in our offices and these are also available on the Internet at www.icaew.co.uk/membershandbook. We confirm that we are registered auditors eligible to conduct audits under the Companies Act 2006.

7 Client Money Regulations

7.1 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.

7.2 All client monies will be held in an interest bearing account. Subject to any tax legislations, interest will be paid gross.

7.3 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 practice, we may pay those monies to a registered charity.

8 Retention of Records

8.1. During our work we will collect information from you and others acting on your behalf and at your request, will return any original documents to you following preparation of your financial statements and/or tax return. You should retain them for six years from 31st January following the end of the accounting or tax year.

8.2. Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that are more than seven years old, except documents which we think may be of continuing significance. You must tell us if you wish us to keep any document for a longer period.

9 Lien

9.1 In so far 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 with you until outstanding fees and
disbursements have been paid in full.

10 Conflicts of Interest and Independence

10.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or maybe adverse to yours subject to the confidentiality provision set out below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us or affecting you.

11 Confidentiality

11.1 We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law as provided for in regulatory, ethical or other professional statements relevant to our engagement.

12 GDPR

12.1 In this clause 12, the following definitions shall apply:

(a) ‘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;

(b) ‘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;

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

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

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

12.2 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.

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

(a) 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 at www.arnoldhill.co.uk for this purpose);

(b) 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

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

12.4. Should you require any further details regarding our treatment of personal data, please contact our data protection officer.

12.5 We shall only process the client personal data:

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

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

(c) 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 contains further details as to how we may process client personal data.

12.6. For the purpose of providing our services to you, 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.

12.7 We may disclose the client personal data to other third parties in the context of a possible sale, merger, restructuring or financing of or investment in our business. In this event we will take appropriate measures to ensure that the security of the client personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client personal data in the same way as set out in these terms.

12.8. 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.

12.9 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.

12.10Upon 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 those services.

13 Copyright and Third Parties

13.1 We retain copyright and other applicable intellectual property rights in all processes and materials developed by us either before or during the course of our work with you including but not limited to, reports, memoranda, advice in writing, original documents, methodologies and software. These materials may be used in and during the course of the agreed services but are not to be further used or reproduced in any form without our prior written consent.

13.2 Communications from us to you should not be disclosed or passed on to any third party without our prior written consent where marked confidential or where it is apparent from the circumstances that such communication is intended for you only. We accept no liability for any disclosure by you to any third party without such consent and will require you to make good to us any cost or liability incurred in dealing with any claim from such third party.

14 Electronic Communication

14.1 Although we take considerable precautions to protect our electronic networks, we cannot guarantee the security or integrity of such communications, and cannot accept any liability of degradation, viruses or other infections.

14.2 You never-the-less agree that we may communicate with you by fax and email. Where additional protection is required, you will notify us appropriately in writing.

15 Quality Control

15.1 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 professional people and of course are bound by the same rules and confidentiality as the firm. By agreeing to these terms, you consent to us making available to those regulatory bodies our files in respect of the services we provide to you.

16 Best Service

16.1 We wish to provide you with a high quality of service at all times. If at any time you would like to discuss with us how we could improve our service, or if you are dissatisfied with the service you are receiving, please let us know by contacting the engagement partner.

16.2 If you do not believe that your concern or complaint has been satisfactorily addressed by the engagement partner, please let us know by contacting Justin Moore.

16.3 We will look into any complaint carefully and promptly and 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 and consider the complaint has not been addressed to your satisfaction by the engagement partner or the senior partner, you may of course refer the matter to our Institute.

17 Disengagement

17.1 Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.

17.2 Should we have no contact with you for a period of two years or more we may issue to your last known address a disengagement letter and cease to act.

18 Contract (Rights of Third Parties) Act 1999

18.1 Only someone who is 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.

19 The Consumer Protection (Distance Selling) Regulations 2000

19.1 Where we have not met with you in person, the Consumer Protection (Distance Selling) Regulations 2000 might apply to your instructions and this engagement, which would mean you have the right to cancel your instructions to us within 7 working days of receiving this letter of engagement. You can cancel your instructions by contacting us by post, fax or by e-mail. Please retain evidence of cancellation as appropriate. Once we have started work, you may be charged if you then cancel your instructions. The Regulations require us to inform you where the work is likely to take more than 30 days. This should be construed as notice to this effect.

20 The Cancellation of Contracts made in a Consumer’s Home or Place of Work etc Regulations 2008

20.1 Where this contract was concluded away from our business premises, the Cancellation of Contracts made in a Consumer’s Home or Place of Work etc. Regulations 2008 might apply to your instructions and this engagement, which would mean that you have the right to cancel your instructions to us within 7 working days of receiving our letter of engagement. You can cancel your instructions by contacting us by post, fax or by e-mail. Please retain evidence of cancellation as appropriate. Once we have started work, you may be charged if you then cancel your instructions. The Regulations require us to inform you where the work is likely to take more than 30 days. This should be construed as notice to this effect.

21 Fees

21.1 Where we have not met with you in person, the Consumer Protection (Distance Selling) Regulations 2000 might apply to your instructions and this engagement, which would mean you have the right to cancel your instructions to us within 7 working days of receiving this letter of engagement. You can cancel your instructions by contacting us by post, fax or by e-mail. Please retain evidence of cancellation as appropriate. Once we have started work, you may be charged if you then cancel your instructions. The Regulations require us to inform you where the work is likely to take more than 30 days. This should be construed as notice to this effect.

21.2 If we need to do work outside of the responsibility outlined in our engagement, we will advise you in advance.

21.3 We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed are unduly delayed.

22 Applicable 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 our engagement letter and terms of business and any matter arising from or under. Each party irreversibly 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.

23 The Provision of Services Regulations 2009

23.1 We are registered to carry on audit work in the UK by ICAEW. Details of our audit registration can be viewed at www.auditregister.org.uk, under reference number C00 2836476.

23.2 We are licensed by ICAEW to carry out the reserved legal activity of non-contentious probate in England and Wales. Details about our probate registration can be viewed at icaew.com/probate, under reference number C00 2836476.

23.3 Our professional indemnity insurer is Allied World Assurance Company (Europe) dac, 19th Floor, 20 Fenchurch Street, London EC3M 3BY. 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 or Canada.