TERMS OF BUSINESS

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

  1. Professional rules obligations

    1 .1 Details of the firm's professional registrations can be found at www.hentons.com.

    1 .2 We will observe and act in accordance with the bye-laws and regulations of the Institute of Chartered Accountants in England and Wales (ICAEW) together with their ethical code referred to above. We accept instructions to act for you on this basis. In particular you give us authority to correct errors made by HMRC where we become aware of them. We will not be liable for any losses, damage or cost arising from our compliance with statutory or regulatory obligations.

    1 .3 We are registered to carry on audit work in the UK by the ICAEW. Details of our audit registration can be viewed at www.auditregister.org.uk under reference number C001109832.

  2. Fees

    2 .1 Unless otherwise agreed, 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 and disbursements incurred in connection with the engagement.

    2 .2 Our terms relating to payment of amounts invoiced and not covered by standing orders, where appropriate, are strictly 30 days from the date of invoice. We reserve the right to charge interest on overdue accounts at the current rate under the Late Payment of Commercial Debts Act 1988.

    2 .3 Where payment of any outstanding fees is unduly delayed, we reserve the right to cease working on your behalf until all outstanding balances are settled. Where additional work may be required to complete the assignment (including signature of reports / certificates), we may request that payments on account are made to cover the expected work to completion.

    2 .4 If you do not accept that an invoiced fee is fair and reasonable you must raise any query within 21 days of the date of invoice. If you fail to bring this to the attention of Henton & Co within the above timescale, you will be deemed to have accepted that payment is due.

    2 .5 It is our normal practice to request that clients make arrangements to pay a proportion of their fee on a monthly standing order. These standing orders will be applied to fees arising from work agreed for the current and ensuing years.

    2 .6 In the event that this firm ceases to act in relation to your affairs you agree to meet all reasonable costs of providing information to your new advisors. In particular you agree to meet these costs where we are required by law to provide information to our successor firm.

  3. Clients' money regulations

    3 .1 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 Accounts in England and Wales.

  4. Retention of and access to records

    4 .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 completion of the assignment.

    4 .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.

  5. Quality control

    5 .1 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.

  6. Help us to give you the right service

    6 .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 Nadeem Ahmed, Managing Partner.

    6 .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 the Institute of Chartered Accountants in England and Wales.

    6 .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 our in this Standard Terms of Business and associated Engagement letters. We therefore reserve the right to cancel the engagement between us immediate effect in the event of:

    • your insolvency, bankruptcy or other arrangement being reached with creditors;
    • failure to pay our fees by the due dates;
    • either party being in breach of their obligations where this is not corrected within 30 days of being asked to do so.
  7. Confidentiality

    7 .1 We confirm that 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 statements relevant to our engagement.

  8. Conflicts of interest and independents

    8 .1 We reserve the right during our engagement with you to deliver services to other clients whose interest might compete with yours or are be adverse to yours, subject to the paragraph 7 above. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and you.

    8 .2 If a conflict of interest should arise, either between two or more of our clients, or in the provision of multiple services to a single client, we will take such steps as are necessary to deal with the conflict. In resolving the conflict, we would be guided by the Code of Ethics of the Institute of Chartered Accountants in England and Wales which can be viewed at www.icaew.com/membershandbook, Section 3, subsection 220.

  9. Electronic communication

    9 .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.

    9 .2 It is the responsibility of the recipient to carry out a virus check on any attachments received.

  10. Contracts (Rights of Third Parties) Act 1999

    10 .1 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 affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

    10 .2 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 any professional services or work that is made available to them.

  11. Applicable law

    11 .1 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.

    11 .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 enforcement of any other provisions shall not in any way be affected or impaired.

  12. Data Protection Act 1998

    12 .1 To enable us to discharge the services agreed under our engagement, 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, we may obtain, use, process and disclose personal data about you/your business/company/partnership/its officers and employees. We confirm when processing data on your behalf that we will comply with the relevant provision of the Data Protection Act 1998.

    12 .2 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 Nadeem Ahmed, Managing Partner.

  13. General Limitation of Liability

    13 .1 We will provide services as outlined in the associated engagement letters with reasonable care and skill. However, to the fullest extent permitted by law, 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 authorities.

    13 .2 You will not hold us, our principals and staff, responsible, to the fullest extent permitted by law, for any loss suffered by you arising from you misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services we provide to you against any of our partners or employees personally.

    13 .3 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.

  14. Investment business

    14 .1 Since we are not authorised by the Financial Services Authority then we may have to refer you to someone who is authorised if you need advice on investments. However, as we are licensed by ICAEW, we may be able to provide certain investment services where these are complementary to, or arise out of, the professional services we are providing to you.

    14 .2 The firm may receive commission from any introduction to a permitted third party ("PTP") in connection with the above, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction. Such commission will be held in our clients' account until we receive instructions from you as to how it should be treated. In the event of no such instructions being received, we may use such monies against any fees that have been outstanding for 30 days or more and which are not in dispute. We may also request that you allow us to retain such commissions to cover our costs in connection with the above, but permission will be sought from you in these circumstances.

    14 .3 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 would wish to inform you of this. We may therefore contact you in such circumstances, but we would only do so in our normal office hours of 9 am to 5.30 pm. We shall of course comply with any restrictions you may wish to impose which you notify to us in writing.

    14 .4 If you are dissatisfied in any way about our services described in this section, you should follow the procedures set out in section 6 'Help us to give you the right service' 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.