STANDARD TERMS AND CONDITIONS OF BUSINESS

1. Applicable Law
This engagement letter, the schedule of services and our standard terms and
conditions of business are governed by, and should be construed in accordance with
English law. Each party agrees that 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 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.
2. Client identification
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.
3. Client money
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.
4. Commissions and other benefits
In some circumstances we may receive commissions or other benefits for
introductions to other professionals or in respect of transactions which we arrange for
you. Where this happens we will notify you in writing of the amount and terms of
payment and receipt of any such commissions or benefits.
5. Complaints
We are committed to providing you with a high quality service that is both efficient
and effective. However, should there be any cause for complaint in relation to any
aspect of our service please contact David Allcock. We agree to look into any
complaint carefully and promptly and do everything reasonable to put it right. If you
are still not satisfied you can refer your complaint to our professional body, the
Institute of Chartered Accountants in England and Wales.
6. Confidentiality
Communication between us is confidential and we shall take all reasonable steps to
keep confidential your information except where we are required to disclose it by law,
by regulatory bodies, by our insurers or as part of an external peer review. Unless we
are authorised by you to disclose information on your behalf this undertaking will
apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting
professionals. The subcontractors will be bound by our client confidentiality terms.
We reserve the right, for the purpose of promotional activity, training or for other
similar business purpose, to mention that you are a client. As stated above we will
not disclose any confidential information.
7. Conflicts of interest
We will inform you if we become aware of any conflict of interest in our relationship
with you or in our relationship with you and another client. We have safeguards that
can be implemented to protect the interests of different clients if a conflict arises.
Where conflicts are identified which cannot be managed in a way that protects your
interests then we regret that we will be unable to provide further services. If this
arises, we will inform you promptly.
If there is a conflict of interest that is capable of being addressed successfully by the
adoption of suitable safeguards to protect your interests then we will adopt those
safeguards. Where possible this will be done on the basis of your informed consent.
We reserve the right to act for other clients whose interests are not the same as or
are adverse to yours subject of course to the obligations of confidentiality referred to above.
8. Data Protection
We confirm that we will comply with the provisions of the Data Protection Act 1998
when processing personal data about you and your family. In order to carry out the
services of this engagement and for related purposes such as updating and
enhancing our client records, analysis for management purposes and statutory
returns, legal and regulatory compliance and crime prevention we may obtain,
process, use and disclose personal data about you.
9. Disengagement
Should we resign or be requested to resign we will normally issue a disengagement
letter to ensure that our respective responsibilities are clear.
Should we have no contact with you for a period of 2 years or more we may
issue to your last known address a disengagement letter and cease
to act.
10. Electronic and other communication
Unless you instruct us otherwise we may, where appropriate, communicate with you
and with third parties via email or by other electronic means. The recipient is
responsible for virus checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt,
inadvertent misdirection or interception by third parties. We use virus-scanning
software to reduce the risk of viruses and similar damaging items being transmitted
through emails or electronic storage devices. However electronic communication is
not totally secure and we cannot be held responsible for damage or loss caused by
viruses nor for communications which are corrupted or altered after despatch. Nor
can we accept any liability for problems or accidental errors relating to this means of
communication especially in relation to commercially sensitive material. These are
risks you must agree to bear in return for greater efficiency and lower costs. If you
do not wish to accept these risks please let us know and we will communicate by
paper mail, other than where electronic submission is mandatory.
Any communication by us with you sent through the post [or DX] system is deemed
to arrive at your postal address two working days after the day that the document
was sent.
11. Fees and payment terms
Our fees may depend not only upon the time spent on your affairs but also on the
level of skill and responsibility and the importance and value of the advice that we
provide, as well as the level of risk.
If we provide you with an estimate of our fees for any specific work, then the estimate
will not be contractually binding unless we explicitly state that that will be the case.
Where requested we may indicate a fixed fee for the provision of specific services or
an indicative range of fees for a particular assignment. It is not our practice to
identify fixed fees for more than a year ahead as such fee quotes need to be
reviewed in the light of events. If it becomes apparent to us, due to unforeseen
circumstances, that a fee quote is inadequate, we reserve the right to notify you of a
revised figure or range and to seek your agreement thereto.
In some cases, you may be entitled to assistance with your professional fees,
particularly in relation to any investigation into your tax affairs by HMRC. Assistance
may be provided through insurance policies you hold or via membership of a
professional or trade body. Other than where such insurance was arranged through
us you will need to advise us of any such insurance cover that you have. You will
remain liable for our fees regardless of whether all or part are liable to be paid by
your insurers.
We will bill as and when appropriate and our invoices will are due for
payment upon presentation. Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
Unless otherwise agreed to the contrary our fees do not include the costs of any third
party, counsel or other professional fees.

We reserve the right to charge interest on late paid invoices at the rate of 5%
above bank base rates under the Late Payment of Commercial Debts (Interest) Act
1998. We also reserve the right to suspend our services or to cease to act for you on
giving written notice if payment of any fees is unduly delayed. We intend to exercise
these rights only where it is fair and reasonable to do so.
If you do not accept that an invoiced fee is fair and reasonable you must notify us
within 21 days of receipt, failing which you will be deemed to have accepted that
payment is due.
12. Implementation
We will only assist with implementation of our advice if specifically instructed and
agreed in writing.
13. Intellectual property rights
We will retain all copyright in any document prepared by us during the course of
carrying out the engagement save where the law specifically provides otherwise.
14. Interpretation
If any provision of this engagement letter or enclosed schedules is held to be void,
then that provision will be deemed not to form part of this contract and the remainder
of this agreement shall be interpreted as if such provision had never been inserted .
In the event of any conflict between these terms of business and the engagement
letter or appendices, the relevant provision in the engagement letter or schedules will
take precedence.
15. Internal disputes within a client
If we become aware of a dispute between the parties who own or are in some way
involved in the ownership and management of the business, it should be noted that
our client is the business and we would not provide information or services to one
party without the express knowledge and permission of all parties.
16. Investment advice (including insurance mediation services)
Investment business is regulated under the Financial Services and Markets Act 2000.
If, during the provision of professional services to you, you need advice on
investments, including insurances, we may have to refer you to someone who is
authorised by the Financial Services Authority or licensed by a Designated
Professional Body as we are not authorised to give such advice.
17. Lien
Insofar 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 for you until all outstanding fees and disbursements are
paid in full.
18. Limitation of liability
We will provide our services with reasonable care and skill. Our liability to you is
limited to losses, damages, costs and expenses directly caused by our negligence or
wilful default.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax
liabilities are caused by the acts or omissions of any other person or due to the
provision to us of incomplete, misleading or false information or if they are caused
by a failure to act on our advice or a failure to provide us with relevant
information.
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations under
this engagement letter if the delay or failure is caused by circumstances outside our
reasonable control.
Exclusion of liability relating to the discovery of fraud etc
We will not be responsible or liable for any loss, damage or expense incurred or
sustained if information material to the service we are providing is withheld or
concealed from us or misrepresented to us. This applies equally to fraudulent acts,
misrepresentation or wilful default on the part of any party to the transaction and their
directors, officers, employees, agents or advisers.
This exclusion shall not apply where such misrepresentation, withholding or
concealment is or should (in carrying out the procedures which we have agreed to
perform with reasonable care and skill) have been evident to us without further
enquiry beyond that which it would have been reasonable for us to have carried out
in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify us and our agents in respect of any claim (including any
claim for negligence) arising out of any unauthorised disclosure by you or by any
person for whom you are responsible of our advice and opinions, whether in writing
or otherwise. This indemnity will extend to the cost of defending any such claim,
including payment at our usual rates for the time that we spend in defending it.
You have agreed that you will not bring any claim of a kind that is included within the
subject of the limit against any of our directors or employees on a personal basis
19. Limitation of Third Party rights
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, including any group company to
whom the engagement letter is not addressed, for any advice, information or material
produced as part of our work for you which you make 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 to enforce any of its terms.
20. Period of engagement and termination
Unless otherwise agreed in the engagement covering letter our work will begin when
we receive your implicit or explicit acceptance of that letter. Except as stated in that
letter we will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 21 days notice in
writing to the other party except where you fail to cooperate with us or we have
reason to believe that you have provided us or HMRC with misleading information, in
which case we may terminate this agreement immediately. Termination will be
without prejudice to any rights that may have accrued to either of us prior to
termination.
In the event of termination of this contract, we will endeavour to agree with you the
arrangements for the completion of work in progress at that time, unless we are
required for legal or regulatory reasons to cease work immediately. In that event, we
shall not be required to carry out further work and shall not be responsible or liable
for any consequences arising from termination.
21. Professional rules and statutory obligations
We will observe and act in accordance with the regulations, standards and guidance
bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants
in England and Wales and will accept instructions to act for you on this basis. In
particular you give us the authority to correct errors made by HMRC where we
become aware of them. We will not be liable for any loss, damage or cost arising
from our compliance with statutory or regulatory obligations. You can see copies of
these requirements at our offices. The requirements are also available on-line at
www.icaew.com/regulations.

22. Reliance on advice
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.
23. Retention of papers
You have a legal responsibility to retain documents and records relevant to your tax
affairs. During the course of our work we may collect information from you and others
relevant to your tax affairs. We will return any original documents to you if
requested. Documents and records relevant to your tax affairs are required by law
to be retained as follows:
Individuals, trustees and partnerships
– with trading or rental income: 5 years and 10 months after the end of the
tax year;
– otherwise: 22 months after the end of the tax year;
24. The Provision of Services Regulations 2009 (‘Services Directive’)
In accordance with our professional body rules, we are required to hold professional
indemnity insurance. Details about the insurer and coverage can be found at our offices.

CLEAR FINANCIAL THINKING LIMITED
304 LEICESTER ROAD
WIGSTON
LEICESTER
LE18 1JX