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Standard Terms & Conditions

The Company provides the Services on the terms and conditions contained in the Letter of Engagement and as set out in the terms and conditions set out below.  In the event of any conflict, the terms of the Letter of Engagement shall prevail.

1.Interpretation

1.1. The following definitions and rules of interpretation apply in the Letter of Engagement and in these Terms and Conditions.

Associated Company: means a company which is a subsidiary or a holding company (as those expressions are defined by Section 736 of the Companies Act 1985 and by Section 1159 of the Companies Act 2006 (as applicable at the date of this Agreement)) or a subsidiary (other than the Company or the Client) of a holding company.

Board: the board of directors of the Client (including any committee of the board duly appointed by it).

Business Opportunities: any opportunities which the Company becomes aware of during the Engagement which relate to the Business of the Client or any Group Company or which the Company reasonably considers might be of benefit to the Client or any Group Company.

Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client or Group Company or its or their customers and business contacts, and any equipment, keys, hardware or software provided for the Company’s use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Company on the Client or the Company’s computer systems or other electronic equipment during the Engagement.

Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client or any Group Company for the time being confidential to the Client or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the Business of the Client or of any Group Company or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Company or Client creates, develops, receives or obtains in connection with his Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation (EU) 2016/679 and any other directly applicable European Union regulation relating to privacy.

Engagement: the engagement of the Company by the Client on the terms set out in the Letter of Engagement, these Terms and Conditions and Part 2 of the Schedule of the Letter of Engagement.

Group Company: the Client, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time.

Insurance Policies: such insurances as may be required and relevant to the provision of the Services including as appropriate, but without limitation, commercial general liability insurance cover, professional indemnity insurance cover, cyber insurance cover, employer’s liability insurance cover and public liability insurance cover.

Intellectual Property Rights: patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation made by the Company in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium and including all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Company in the provision of the Services.

Services: the services provided by the Company for the Client or a Group Company as more particularly described in Clause 3 of the Letter of Engagement.

Termination Date: the date of termination of this agreement, howsoever arising, as more particularly described in Clause 2.3 of the Letter of Engagement.

1.2. The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.Duties and obligations

During the Engagement the Company shall as appropriate and relevant to the Services:

2.1.1. provide the Services with all due care, skill and ability and use its best endeavours to promote the interests of the Client or any Group Company;

2.1.2. unless prevented by ill health or accident, devote such time and resources to the carrying out of the Services as may be necessary for proper performance or otherwise as agreed by the Client; and

2.1.3. promptly give the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the Client or any Group Company.

2.2. Except as provided herein or in the Letter of Engagement, unless specifically authorised by the Client in writing, the Company shall not:

2.2.1. have any authority to incur any expenditure in the name of or for the account of the Client; or

2.2.2. hold itself out as having authority to bind the Client.

2.3. The Company shall comply with all reasonable standards of safety at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.

2.4. The Company undertakes to the Client that during the Engagement it shall take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its knowledge and in any event before the same shall have been offered by the Company (or caused by the Company to be offered) to any other party provided that nothing in this clause shall require the Company to disclose any Business Opportunities to the Client if to do so would result in a breach by the Company of any obligation of confidentiality or of any fiduciary duty owed to any third party.

2.5. The Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the Client will not be liable to bear the cost of such functions.

2.6. The Company shall:

2.6.1. comply with all applicable laws, regulations, guidance and codes of practice relating to ethics, anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

2.6.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010;

2.6.3. promptly report to the Client any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement; and

2.6.4. ensure that all persons associated with the Company or other persons who are performing services in connection with this Engagement comply with this Clause 2.

3.Representations & Warranties

3.1. The Company represents and warrants that the Company and any officer or employee thereof who renders Services:

3.1.1. shall perform the Services in accordance with the highest standards of professional skill;

3.1.2. shall comply with all applicable laws, in performing the Services;

3.1.3. has a legal right to remain and work in the UK; and

3.1.4. is not subject to any restrictive covenant or other legal obligation which prohibits the Company from performing the Services.

4.Other Activities

4.1. Nothing in the Letter of Engagement or these Terms and Conditions shall prevent the Company from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement provided that:

4.1.1. such activity does not cause a breach of any of the Company’s obligations under this Agreement; and

4.1.2. the Company shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Client or any Group Company without the prior written consent of the Client.

5.Fees

5.1. With a view to providing certainty regarding fees, in certain circumstances, the Company may agree a fixed fee rather than an hourly rate. Not all work will be suitable for a fixed fee and where it is appropriate the Company will clearly state the assumptions made in agreeing the fixed fee. All fixed fees are subject to the assumptions and where, without limitation, those cease to apply or where, inter alia, there is a significant overrun in the time taken to complete the Services; if the work required to complete materially increases; if there is a major change in the manner in which the work is to be carried out;  if it becomes clear that the information or assumptions the Company has based its proposal on were incorrect, the Company reserves the right to increase the fee proportionately to any such change. In the event that the Company considers an increase in a fixed fee is appropriate, it shall communicate the proposed increase and the reasons for the increase to the Client and shall seek agreement upon any such increase. The assumptions which generally apply in arriving at a fixed fee are:

5.1.1. standard UK accounting practice shall apply;

5.1.2. the information on and description of the work required to perform the Services provided by the Client are accurate and up to date;

5.1.3. the records and documents provided by the Client are accurate and complete for the Services under consideration;

5.1.4. that all parties to the Services act in good faith in progressing the Services to a conclusion within a reasonable timescale; and

5.1.5. such other assumptions as may be notified in the Letter of Engagement.

5.2. The Client shall be liable to the Company and shall reimburse the Company for reasonable and necessary out-of-pocket travel and other miscellaneous expenses relating to the provision of the Services incurred by the Company unless provided otherwise in the Letter of Engagement.

5.3.The Company shall add all such outlays and expenses to the fees referred to in Clause 5.1 of the Letter of Engagement. In appointing the Company the Client authorises the Company to incur on behalf of the Client such outlays and expenses as the Company considers necessary. Outlays and expenses may be invoiced to the Client as they arise and may be invoiced after a fee has been rendered.

6.Confidential Information

6.1. The Company acknowledges that in the course of the Engagement the Company will have access to Confidential Information. The Company for itself accepts the restrictions in this Clause 6.

6.2. The Company shall not, either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential This restriction does not apply to:

6.2.1. any use or disclosure authorised by the Client or required by law; or

6.2.2. any information which is already in, or comes into, the public domain otherwise than through the Company’s unauthorised disclosure.

6.2.3. At any stage during the Engagement, the Company will promptly on request return all and any Client Property in its or his possession to the Client.

7.Data Protection

7.1. The Company will collect and process information relating to the Client in accordance with the Data Protection Legislation.

7.2. The Company and the Client acknowledge that for the purposes of the Data Protection Legislation, both may be data controllers and data processors. The Company and the Client will comply with the Data Protection Legislation.

7.3. The terms Personal Data, Data Subject, Data Subject Access Request, Process, Data Controller, Data Processor, will be as defined in the Data Protection Legislation.

7.4. The Company will only use Personal Data for one of the purposes listed in the Privacy Notice. If the Company reasonably considers that there is a need to use Personal Data for another purpose, the alternative will be a purpose which is compatible with the purpose relied upon when the data was first collected.

7.5. The Company and the Client, in relation to any Personal Data processed in connection with the Engagement shall respectively:

7.5.1. Process Personal Data only on written instructions of whichever of them is the Data Controller providing always that in the event of dispute the instructions of the Company shall prevail;

7.5.2. keep Personal Data confidential;

7.5.3. not transfer any Personal Data outside of the European Economic Area without the prior written consent of whichever of the Client or the Company is the relevant Data Controller;

7.5.4. assist the other in responding to any Data Subject Access Request and ensuring compliance with obligations under Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

7.5.5. notify the other without undue delay on becoming aware of a Personal Data breach or communication which relates to the Client’s or Company’s compliance with the Data Protection Legislation;

7.5.6. at the written request of the Company or Client, delete or return Personal Data and any copies thereof to the relevant Data Controller on termination of the Engagement unless required by the Data Protection Legislation to store the Personal Data; and

7.5.7. maintain complete and accurate records and information to demonstrate compliance with the Data Protection Legislation and allow audits by the Company or Client or their respective designated auditor of records of the other relating to Personal Data in respect of which the Company or Client is the Data Controller.

7.6. The parties shall each ensure that, in respect of data for which it is Data Controller it has in place appropriate technical or organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

7.6.1. pseudonymising and encrypting Personal Data;

7.6.2. ensuring confidentiality, integrity, availability and resilience of its systems and services;

7.6.3.ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and

7.6.4. regularly assess and evaluate the effectiveness of the technical and organisational measures adopted by it.

7.7. The Company confirms that where appropriate it will enter into a third party processor agreement, incorporating terms substantially similar to those set out in this Agreement, with any third party engaged for the provision of the Services. For its part the Client shall similarly enter into a third party processor agreement incorporating terms substantially similar to those set out in this Agreement with any third party it engages which has access to Personal Data in respect of which the Company is Data Controller. The Company and the Client shall each remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Agreement.

7.8. The Company and the Client shall each have personal liability for and shall indemnify the other for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the other of the Data Protection Legislation, and shall maintain in force full and comprehensive Insurance Policies.

8.Intellectual property

8.1. The Company retains all existing and future Intellectual Property Rights and the Inventions and all materials embodying these rights to the fullest extent permitted by law.

8.2. The Client undertakes:

8.2.1. to keep details of all Inventions confidential;

8.2.2. whenever requested to do so by the Company and in any event on the termination of the Engagement, promptly to deliver to the Company all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;

8.2.3. not to register nor attempt to register any of the Intellectual Property Rights, nor any of the Inventions, unless requested to do so by the Company; and

8.2.4. to do all acts necessary to confirm that absolute title in all Intellectual Property Rights and the Inventions is retained by or has passed, or will pass, to the Company.

8.3. The Client warrants to the Company that:

8.3.1. it has not given and will not give permission to any third party to use any of the Inventions, nor any of the Intellectual Property Rights;

8.3.2. it is unaware of any use by any third party of any of the Intellectual Property Rights; and

8.3.3. the use of the Intellectual Property Rights by the Company will not infringe the rights of any third party.

8.4. The Client agrees to indemnify the Company and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Company, or for which the Company may become liable, with respect to any intellectual property infringement claim or other claim relating to the Inventions supplied by the Company to the Client during the course of providing the Services. The Client shall maintain adequate liability insurance coverage and ensure that the Company’s interest is noted on the policy, and shall supply a copy of the policy to the Company on request.

8.5. The Client waives any moral rights in the Intellectual Property Rights to which it is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such works or other materials infringes the Company’s moral rights.

8.6. The Client acknowledges that, except as provided by law, no fees or compensation are due or may become due to the Client in respect of the performance of his obligations under this Clause 8.

8.7. The Client undertakes, at the expense of the Company, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Company and to defend the Company against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights and the Inventions.

8.8. The Client irrevocably appoints the Company to be its attorney in its name and on its behalf to execute documents, use the Client’s name and do all things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this clause.

9. No Poaching

9.1. The Client acknowledges that in providing the Services the Company shall act through its employees, workers, directors, partners and agents (together Company Staff) and that whether employed or engaged by the Company or otherwise, the said Company Staff are a valuable resource of the Company which would suffer interruption to its business, loss and expense were Company Staff for any reason to become unavailable to the Company. In recognition thereof during the provision of Services and for 12 months following the Termination Date the Client shall not and shall procure that its Associated Companies shall not:

9.1.1. solicit or endeavour to entice away from the Company or any Associated Company any Company Staff introduced to the Client for the purpose of providing or assisting in the provision of the Services ;

9.1.2. employ, engage or offer to employ or engage in a capacity or role similar to that performed by the individual while engaged by the Company in the delivery of the Services or otherwise offer any material interest in the Client or any Associated Company to any Company Staff whether or not and such offer, employment or engagement would result in a breach of contract on the part of the Company Staff member.

9.2. In the event that, within 12 months of following the Termination Date, the Client, employs or engages or offers to employ or engage a Company Staff member introduced to the Client or its Associated Companies by the Company for the purpose of delivery of the Services, the Client shall pay the Company a sum equal to 6 month’s salary of the Company Staff member calculated on the basis of the highest earnings of the Company Staff member while employed or engaged by the Company in the provision of the Services or £50,000, whichever is the greater.

9.3. The Client acknowledges that the sums referred to in Clause 9.2are reasonable and proportionate to protect the legitimate interests of the Company in retaining Company Staff.

10.Insurance and liability

10.1. The Company shall be liable for and shall indemnify the Client and any Group Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Company of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies at the Company’s own cost and expense, personal injury and property damage insurance, including contractual liability, with the following minimum cover limits:

10.1.1. £1,000,000 for injuries or death to any one person;

10.1.2. £1,000,000 for injuries or death(s) from any one accident; and

10.1.3. £1,000,000 for damage to property.

10.2. The Company shall ensure that the Insurance Policies are issued by reputable insurers.

10.3. The Company shall comply with the terms and conditions of the Insurance Policies at all times.

11.Termination

11.1. Notwithstanding Clause 2.4 of the Letter of Engagement and Clause 11.2 of these Terms and Conditions, this Agreement may be terminated by either party in the event the other party is in material breach or default of any obligation hereunder including, without limitation, by act or omission rendering negligent or reckless performance, by failing to render timeous performance, or in any other manner materially breaching any of the terms of the Letter of Engagement and the Terms and Conditions; providing always that in the event a party hereto considers the other party is in material breach or default of any of the terms that party shall immediately notify the defaulting party of its concerns including sufficient information to allow the other party to address any alleged breach and, if so advised, to rectify the alleged breach within 14 days of notification. If 14 days following notification, the alleged breach is not rectified, the party so notifying may terminate the Engagement summarily.

11.2. Notwithstanding the provisions of Clause 2.3 of the Letter of Engagement either party may terminate the Engagement with immediate effect respectively with no liability to render service or to make further payment (other than in respect of amounts accrued before the Termination Date) if at any time the other party:

11.2.1. commits any gross misconduct respectively affecting the business of the parties;

11.2.2. commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions;

11.2.3. is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

11.2.4. is wound up, placed in the hands of a receiver or administrator or enters into an arrangement for its creditors or makes a trust deed or debt arrangement scheme;

11.2.5. commits any fraud or dishonesty or acts in any manner which brings or is likely to bring the other party into disrepute or is materially adverse to the interests of the other party;

11.2.6. commits any offence under the Bribery Act 2010; or

11.2.7. commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

11.3. The rights of the parties under this Clause 11 are without prejudice to any other rights that each may have to terminate the Engagement or to accept any breach of this Agreement on the part of the other as having brought the agreement to an end. Any delay by a party in exercising its rights to terminate shall not constitute a waiver of these rights.

12.Obligations on termination

12.1. On the Termination Date the Company shall:

12.1.1. immediately deliver to the Client all Client Property and original Confidential Information in its possession or under its control;

12.1.2. subject to the Company’s data retention guidelines, irretrievably delete any information relating to the Business of the Client or any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Client. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and

12.1.3. provide such evidence that it has complied fully with its obligations under this Clause 12, as the Client may reasonably request.

13.Proceeds of Crime Act, Anti-money Laundering and Other Reporting

13.1. The Company is required by anti-money laundering legislation to carry out appropriate due diligence on our clients. As a minimum the Company must verify the identity of clients and whether they may have any political exposure or may be subject to any sanctions, obtain information as to the purpose and nature of the business which the client conducts, establish the source of funds (and, in some cases, source of wealth) and ensure that the information held is up-to-date.  For this purpose the Company may use electronic identity verification systems and it may conduct these checks from time to time throughout the relationship.

13.2. Any failure or delay on the part of the Client to provide any requested documentation or information will prevent the Company from acting for the Client or may require us to cease acting for the Client.

13.3. The Company has reporting obligations imposed on it under and in terms of the Proceeds of Crime Act 2002, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Terrorism Act 2000 and related statutory instruments which, in certain circumstances, require disclosure of confidential information to the relevant authorities. In such circumstances the Company may be prohibited from notifying clients of such a report and the Company may require to cease to do any work on the client matter until such time as the Company receives formal authorisation from the relevant authorities to do so. The Company shall incur no liability to the Client for any loss, damages, penalties, interest, costs or charges which the Client may suffer or incur if the Company is so prohibited from acting or delayed in continuing to act.

13.4. The Company reserves the right not to handle any money or other funds on behalf clients or on behalf of any third party if it is not satisfied with the source of the money or funds and, in particular, if the money or funds are not being paid to the Company from an account with a UK clearing bank. The Company reserves the right not to accept any payment sought to be made in cash.

14.Limitation of liability

14.1. The aggregate liability of the Company, its members, its employees and agents arising directly or indirectly out of or in connection with the Agreement or any related matters is limited to the total sum paid by the Client as fees pursuant to Clause 5 of the Engagement Letter.

14.2. Subject to the overall limitation of liability stated at Clause 14.1, liability to the Client shall be further limited to that proportion of the loss or damage (including interests and costs) suffered by the Client which is fair and reasonable taking account of the contribution (if any) to the loss or damage by the Client or of any third party responsible and/or liable to the Client for such loss or damage. For the purpose of assessing contribution, no account shall be taken of any limit on liability, or of any waiver of all or part of such liability by the third party by agreement with the Client before or after the loss or damage occurred, nor of the third party having ceased to be liable.

14.3. In circumstances where the Client makes a claim against the Company and the Company wish to claim contribution from a third party, but that third party’s liability to the Client has been excluded or limited thereby reducing the contribution the Company recovers from the third party, the Client will make an equal reduction in any claim against the Company. For these purposes “reduction” and “contribution” include a 100% reduction or contribution.

14.4. The Client shall not bring any claim personally against any individual director, shareholder employee or agent of the Company in respect of any loss or damage suffered by the Client arising from the work carried out for the Client by the Company.

14.5. Neither the Company nor any employee, worker shareholder, director or agent shall be liable to the Client for any punitive, exemplary or special damages nor for indirect or consequential loss including, without limitation, loss of profit, loss of revenue, loss of business opportunity, anticipated savings or any other indirect or consequential loss whether or not reasonably foreseeable by the Company or any of its employees, workers, shareholders, directors or agents.

14.6. Any claim by the Client against the Company in connection with the Services carried out by the Company must be made in writing within three years of the date the Client becomes aware, or ought reasonably to have become aware of the loss or damage suffered giving rise to a claim against the Company.

14.7. The benefit of the limitations and exclusions in this Clause 14 and the Letter of Engagement are vested in the Company as agent and trustee for any employee, worker, shareholder, director or agent of the Company.

14.8. The limitations and exclusions on liability set out in these Terms and Conditions shall not apply to any liability for death or personal injury (or any other liability which cannot be lawfully excluded or limited) caused by negligence on the part of the Company, its employees, workers, shareholders directors or agents or liability arising as a result of fraud or fraudulent misrepresentation on the part of the Company.

15.Status

15.1. The relationship of the Company to the Client will be that of independent contractor and nothing in this agreement shall render it or any member of HM staff an employee, worker, agent or partner of the Client and the Company shall not hold itself out as such.

15.2. The Company shall be fully responsible for and shall indemnify the Client or any Group Company for and in respect of:

15.2.1. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Company shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Client’s negligence or wilful default; and

15.2.2. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) against the Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Client.

15.3. The Client may not satisfy the indemnity in this Clause 15 (in whole or in part) by way of deduction from any payments due to the Company.

16.Audit

16.1. The Company shall retain all books, records, documents and other evidence pertaining to the Services rendered and billings made under this Agreement (the Records).

16.2. The Records shall be subject to inspection and audit by the Company and the Government (if necessary) at all reasonable times and upon reasonable notice for a period of three years after final payment under this Agreement.

17.Professional obligations

17.1. The Company is a member of Institute of Chartered Accountants of Scotland (ICAS) and its conduct and that of its consultants are subject to the ICAS Code of Ethics which can be found at: icas.com/ethics/icas-code-of-ethics. The Company shall at all times observe and act in accordance with the byelaws and regulations of ICAS.

17.2. The Company is not authorised by the Financial Conduct Authority (FCA) and may have to refer the Client to a third party if the Client requires advice on investments.

17.3. The Company is licensed by ICAS (a Designated Professional Body) and as a result the Company may provide certain investment services that are complementary to, or arise out of, the professional services as follows:

17.3.1. advice on investments generally, but not recommend a particular investment or type of investment;

17.3.2. reference to a Permitted Third Party (PTP) (an independent firm authorised by the FCA), to assist the Client and the PTP during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The PTP will issue the Client 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;

17.3.3. advise the Client in connection with the disposal of an investment, other than rights in a pension policy or scheme;

17.3.4. advise and assist the Client in transactions concerning shares or other securities not quoted on a recognised exchange;

17.3.5. assist the Client in making arrangements for transactions in investments in certain circumstances; and

17.3.6. 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.

17.4. Where the Client is a corporate body, the Company may also, on the understanding that the shares or other securities of the company are not publicly traded:

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

17.4.2. arrange any agreements in connection with the issue, sale or transfer of the Client’s shares or other securities;

17.4.3. arrange for the issue of new shares; and

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

17.5. In the unlikely event that the Company cannot meet its liabilities to the Client, the Client may be able to claim compensation under the Chartered Accountants’ Compensation Scheme in respect of exempt regulated activities undertaken.

18.Client complaints procedure

18.1. The Company recognises that Alternative Dispute Resolution (ADR) Regulations have implemented ADR/EDR Directive 2013/11/EU to promote alternative dispute resolution as a means of redress for consumers in relation to unsatisfactory services. We have however chosen not to adopt an ADR process. If the Client is dissatisfied with any aspect of the services provided by the Company and wish to make a complaint the Client is invited in the first instance to resolve the matter with designated client care manager of the Company. If the matter is not resolved to the Client’s satisfaction the Client is invited to contact the client relations director of the Company. The client relations director will consider the Client’s concerns, investigate the matter thoroughly, obtain all necessary information from the Client and relevant others, and will provide the Client with a detailed written response as quickly as possible.  In the event the Client is not satisfied with the client relations director’s findings and judgment, the Client may wish to contact the ICAS Investigation Department at complaints@icas.com. This part of the business of the Company, including arrangements for complaints or redress if something goes wrong, is regulated by ICAS.

19.Entire agreement

19.1. The Agreement between the parties consists of the Letter of Engagement,the Schedules thereto and these Terms and Conditions which together constitute the entire agreement between the parties and any Group Company and they supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2. Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) not set out in these Terms and Conditions or the Letter of Engagement.

19.3. Neither party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Letter of Engagement or in these Terms.

20.Variation

20.1. No variation of this Agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the Company and the Client (or their authorised representatives).

20.2. Neither party may assign, subcontract, or otherwise transfer its rights or obligations under the Agreement contained in the Letter of Engagement and the Terms and Conditions without the prior written consent of the other party.

21.Third party rights

21.1. This Agreement does not give rise to any third party rights under the Contracts (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of this Agreement.

22.Law & Jurisdiction

22.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland.

22.2. Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).