Our Standard of Terms of Business

The following standard terms of business apply to all engagements accepted by Ledgers Accountancy Services Ltd. All work carried out is subject to these terms except where changes are expressly agreed in writing.

All work carried out now and in future is subject to these Terms except where changes are expressly agreed in writing.

You will also have been issued with an engagement letter (“the Letter”), setting out the details of the work that you have requested we undertake on your behalf. Any further or additional instructions from you must be confirmed in writing. The terms of the Letter and these Terms will together form the contract between us. If there is any inconsistency between the terms of the Letter and these Terms, the terms of the Letter will take priority. If any provision of these Terms or the Letter is held to be void, then that provision will be deemed not to form part of the contract between us.

1. Investment services

1.1 Although we are not authorised or licensed by the Financial Services Authority to conduct Investment Business.

1.2 If you have investment questions, we may:

• refer you to an Authorised Third Party (ATP) (an independent firm authorised by the FSA), assist you and the authorised third party during the course of any advice given by that party and comment on, or explain, the advice received (but not make alternative recommendations). The ATP 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. The firm may receive commission from such an introduction, in which case you will be fully informed of the expected size and nature of such commission at the time of the introduction.

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

1.3 We may also, on the understanding that the shares or other securities of the company are not publicly traded:

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

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

• arrange for the issue of the new shares; and

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

1.4 If you are dissatisfied in any way about our services described in this section, you should follow the procedures set out in the ‘Help us to give you the right service’ section of this letter 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/Certified Accountants Compensation Scheme.

2. Client monies

2.1 Clients’ money regulations

2.2 In very unusual circumstances we may 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 the Clients’ Money Regulations of the Institute of Chartered Accountants in England and Wales.

2.3 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 practise then we may pay those monies to a registered charity.

3. Fees

3.1 If we have quoted you a fixed fee we will honour it. In subsequent years our fees will be monitored on the basis of the time spent on your affairs by the principals and staff and on the levels of skill or responsibility involved, and will be varied to reflect the changes in your business and the costs incurred by us. We will seek to avoid unexpected increases in our fees for our services. Our fees will be billed at appropriate periods, together with outlays and VAT, and our invoices will be due for payment when issued.

3.2 If you instruct us to do work outside the responsibilities outlined in our engagement letter, this will involve additional fees.

3.3 Unless a fixed fee is agreed in advance our fees will be calculated on the basis of the time spent on your affairs by the principals and staff and on the levels of skill or responsibility involved.

3.4 Without prejudice to your rights to terminate this contract, if we incur any costs or fees of any third parties, professional or otherwise, attempting to enforce or procure your payment of any sums owing to us under this contract, these will be chargeable to you in addition to our fees as liquidated damages and in the event that such action results in any court giving judgement in connection with any sum outstanding under this contract, we will ask for such costs or fees to be included as part of that judgement.

3.5 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 charge up to £25 per month plus VAT at the standard rate to cover our credit control costs where your payment has not been received more than 60 days after date of invoice. Finally, we reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed.

3.6 In consideration of our providing a credit facility to a limited liability entity in respect of our fees the signatories to the engagement letter accept joint and personal liability for any of our fees not settled within sixty days from the invoice date.

3.7 Cash will not be accepted in payment for services rendered.

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 preparation of your financial statements and returns.

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 on-going 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 telephoning our managing director Mrs Carolyn Collins.

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.

7. Applicable law

7.1 Our engagement terms and standard terms of business 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 this these terms 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.

7.2 You are reminded that, in addition to this agreement being subject to the civil laws of England and Wales, we have a legal obligation to adhere to all civil and criminal legislation currently in force.

8. Electronic communication

8.1 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.

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

9. Data Protection Act 1998

9.1 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. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Carolyn Collins.

10 Contracts (Rights of Third Parties) Act 1999

10.1 Only someone who is a 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.

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 our professional services or work that is made available to them.

11 Conflicts of interest and independence

11.1 We reserve the right during our engagement with you to deliver services to other clients whose interests might compete with yours or are or may be adverse to yours, subject to 7 below. We confirm that we will notify you immediately should we become aware of any conflict of interest involving us and affecting you / the company / partnership.

12 Confidentiality

12.1 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.

12.2 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.

12.3 We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above, we will not disclose any confidential information.

13 Proceeds of Crime Act 2002 and Money Laundering Regulations 2007

13.1 In common with all accountancy and legal practices, the firm is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

have due diligence procedures for the identification of all clients;

maintain appropriate records of evidence to support customer due diligence; and

report to the Serious Organised Crime Agency in accordance with the relevant legislation and regulations.

14 Limitation of liability

14.1We will provide services as outlined in the engagement letter 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.

14.2 You will not hold us, our partners and staff responsible, to the fullest extent permitted by law, for any loss suffered by you arising from any 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.

14.3 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.

15. Changes to these Standard Terms of Business

15.1 From time to time our terms of business will need to be changed to accommodate changes to legislation, new insurers or such like. If this does not constitute a material change to our contract with yourselves, we will post the revised terms and conditions on our website and this will be deemed notice to you.