Terms and Conditions

STANDARD TERMS AND CONDITIONS OF BUSINESS

1. Applicable Law

This acceptance 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 indemnification

As with other professional services firms, we are required to identify our clients for the purpose 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. 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 us at admin@pearsonmckinsey.co.uk, and we will be happy to do everything reasonable to put it right.

5. 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 to disclose information on your behalf, this undertaking will apply during and after this engagement.

6. Conflicts of interest

We will inform you if we become aware of any conflict of interest in our relationship with you and another client. 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 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.

7. Data Protection

We confirm that we will comply with the records 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 the 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.

8. 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 long period of time, we may issue a disengagement letter to your last known address and hence cease to act.

9. 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 damages relating to this means of communication, especially in relation to commercially sensitive material.

These are risks you must bear 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 system is deemed to arrive at your postal address two working days after the day that the document was sent.

10. Fees and payment terms

Our fees may depend not only on 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 once the validity of the fee schedule lapses. 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 and to seek your agreement thereto.

In some cases, you may be entitled to some 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 in 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 regularly, and our invoices will be due for payment on demand.

While we will, in the first instance, look to the business for payment of our fees in respect of work carried out on the company’s behalf, the signing of this letter is acceptance of personal liability for the debt due to us by any director past or present. We reserve the right to charge interest on late-paid invoices at the rate of 3% APR 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 30 days of receipt, failing which you will be deemed to have accepted that payment is due.

11. Implementation

We will only assist with the implementation of our advice if specifically instructed and agreed upon in writing.

12. 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.

13. Interpretation

If any provision of our acceptance letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the acceptance letter or appendices, the relevant provision in the acceptance letter or schedules will take precedence.

14. 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, we may refer you to someone who is authorized by the Financial Services Authority or licensed by a Designated Professional Body, as we are not.

15. 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.

16. 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 caused by our negligence or willful 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 due to 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 due to 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 willful default on the part of any party to the transaction and their directors, officers, employees, agents or advisors. 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 inquiry.

• Indemnity for unauthorized disclosure

You agree to indemnify us in respect of any claim (including any claim for negligence) arising out of any unauthorized disclosure by you or by any person for whom you are
responsible for our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment for the time that we spend defending it.

• Limitation of aggregate liability

Where the acceptance letter specifies an aggregate limit of liability, then that sum shall be the maximum aggregate liability of this firm, its Director and its employees to all
persons to whom the acceptance letter is addressed and also any other person to whom we have agreed with you may rely on our work. By signing the acceptance letter, you agree that you have given proper consideration to this limit and accept that it is reasonable in all circumstances. If you do not wish to accept it you should contact us to discuss it before signing the acceptance letter.

17. Limitation of Third Party rights

The advice and information we provide to you as part of our service are for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the acceptance 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 acceptance letter is not addressed, for any advice, information or material produced as part of our work for you that you make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18. Period of engagement and termination

Unless otherwise agreed in the acceptance 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 arrangement by giving not less than 30 days notice in writing to the other party 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 will 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 on the arrangements for the completion of work in progress at that time unless we are required for legal reasons 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.

19. Professional rules and statutory obligations

We will observe and act in accordance with the regulations and ethical guidelines and will accept instructions to act for you on this basis. In particular, you give us the authority to correct errors made by HMRC when 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.\

20. 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 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.

21. 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. 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 to which they relate;
• otherwise: 22 months after the end of the tax year to which they relate.

Companies
• 6 years from the end of the accounting period;
• Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than 7 years old.

22. Storage

We will also charge £5 per day, or part thereof, for all or any records left with us following the termination of our retainer. A fee will be charged if we are instructed to destroy records but only after written authority to do so has been received.

23. Cancellation Rights

You have the right to cancel this contract if you wish, within ten working days starting on the day after these Standard Terms and Conditions of Business are dated. Cancellation should be communicated in writing or by e-mail to admin@pearsonmckinsey.co.uk