BROSNANS LIMITED STATEMENT OF TERMS OF BUSINESS

Professional Rules and Practice Guidelines

We will observe the Bye-laws, regulations and ethical guidelines of The Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with these guidelines. In particular you give us authority to correct HMRC errors. A copy of these guidelines is available for your inspection in our offices.

Clients` Monies

We may, from time to time, hold money on your behalf. Such money will be held in a client bank account, which is segregated from the firmís funds.

Retention of Records

i 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 preparation of your return. You should retain them for 6 years from the 31 January following the end of the tax year. This period may be extended if the HMRC enquire into your tax return.

ii Whilst certain documents may legally belong to you, unless you tell us not to, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we think may be of continuing significance. You must notify us in writing if you require retention of a particular document.

Regulatory Requirements

We reserve the right to disclose our files to regulatory bodies in the exercise of their powers.

Quality of Service

i We aim to provide the best possible service to our clients. If you would like to discuss how our service could be improved please let us know by telephoning Adam Brosnan or Sharon Hutchinson on 01484 722125

ii We undertake to look into any complaint carefully and promptly and do all we can to explain the position to you. We will do everything reasonable to put matters right. Prompt communication enables us to take prompt action on your behalf.

iii Should you at any stage, feel that you have not received an adequate response to a complaint the circumstances should be bought to the attention of Adam Brosnan.

iv If we do not answer your complaint to your satisfaction you may take up the matter with The Institute of Chartered Accountants in England and Wales.

Code of Ethics & Regulations

i. If a conflict of interest should arise during the course of our engagement, 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/regulations/ethics, Code of Ethics section 220.

ii. Our Code of Ethics can be found at www.icaew.com/regulations.

iii. For Audit work: Audit Regulations and Guidance can be found at www.icaew.com/auditnews and also International Standards on Accounting (UK and Ireland) and APB Ethical Standards at http://www.frc.org.uk

iv. All the above website sources are in English

Fees & Payment Terms

i. Our fees are computed on the basis of the time spent on your affairs by the partners and our staff and on the levels of skill and responsibility involved. Unless otherwise agreed, our fees will be billed at appropriate intervals during the course of the year and will be due within 30 days of the date of the invoice. If work is required which is outside the scope of our engagement, for example dealing with HMRC enquiries into the tax return, then this will be a separate engagement for which additional fees will be chargeable. We will add value added tax, if applicable, at the current rate. Our VAT registration number is 427 6791 19. We will review our charges periodically and increase in line with inflation.

ii. Our invoices are payable within 30 days of presentation. We reserve the right to charge interest in the case of overdue accounts. We may terminate our engagement and cease acting if payment of any fees billed is unduly delayed. However, it is not our intention to use these arrangements in a way that is unfair or unreasonable.

iii. 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.

iv. We will be unable to commence additional/further work for you until all overdue invoices are settled. We expect open and prompt communication should a payment be delayed. We can offer flexible terms, please call Sharon Hutchinson to discuss.

v. For tax clients, 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. If you have no insurance cover, please contact Karen Hague to arrange a quote.

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.

Limitation of Liability

i The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.

ii We will provide the professional services outlined in this letter with reasonable care and skill. However, we will not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by you or others of incorrect or incomplete information, or from the failure by you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or the tax authorities.

iii You agree to hold harmless and indemnify us against 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 provided to you by the firm against any of our employees on a personal basis.

The Provision of Services Regulations 2009

i. In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is QBE Insurance (Europe) Ltd, Plantation Place, 30 Fenchurch Street, London EC3M 3BD. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States or Canada.

ii. We are registered to carry on audit work in the UK and Ireland by the ICAEW. Details of our audit registration can be viewed atwww.auditregister.org.ukfor the UK and for Ireland at www.cro.ie/auditorsunder reference number C001010074

Electronic Communication

i E-mail may be used to enable us to communicate with you. As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received.

ii As Internet communications are capable of data corruption we do not accept any responsibility for changes made to such communications after their despatch. For this reason it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. All risks connected with sending commercially sensitive information relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.

iii We issue a bi-monthly newsletter and budget summary by email. If you do not wish to receive this, please notify us in writing or click on unsubscribe at the foot of the newsletter email once you have received it.

iv We use secure cloud based software to exchange documentation with you for approval if you have supplied us with your email address. If you do not wish to approve documentation this way please advise us in writing. This format is safer and more secure than using traditional postal methods. You must make sure we hold the correct email for you and notify us of any changes to it.

Applicable Law

These terms of engagement shall be governed by, and construed in accordance with, English Law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these terms and any matter arising from them. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

Data Protection Act 1998

i. 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. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Brosnans Ltd.

ii. The 1998 Data Protection Act requires us as data controllers to obtain contractual guarantees from all third parties who process data on our behalf that they have appropriate technical and organisational security measures in place to prevent unauthorised or unlawful processing of personal data and to prevent accidental loss, destruction or damage to any personal data they are processing on our behalf. Any external data processing organisations we may use comply with the requirements of the Act.

iii. If we undertake Payroll on your behalf, then we will act as the Data Processor. Sections 11 and 12 of the Data Protection Act 1998 place express obligations on you as the Data Controller where we as a Data Processor undertake the processing of personal data on your behalf. We therefore confirm that we will at all times comply with the requirements of the Data Protection Act 1998 when processing data on your behalf.

Contracts (Rights of Third Parties) Act 1999

A person who is not party to this agreement shall have no right 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

Money laundering

i We have a duty under section 330 of the Proceeds of Crime Act 2002 to report to the National Crime Agency if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.

ii The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act and includes the acquisition, possession or involvement in arrangements for concealing the benefits of any activity that constitutes a criminal offence in the UK. This definition is very wide and would include:

a tax evasion through deliberate understatement of income or overstatement of expenses or stocks; or

b deliberate failure to inform the tax authorities of known underpayments.

iii We are obliged by law to report to the National Crime Agency without your knowledge and consent and in fact we would commit the criminal offence of tipping off under section 333 of the Proceeds of Crime Act were we to inform you of any suspicions or that a report had been made.

iv We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by The Institute of Chartered Accountants in England and Wales.

Agreement of Terms

i Before commencing work for you, you are required to sign a Statement of Acceptance. The Statement of Acceptance is based on these Terms of Business, and details our responsibilities and your responsibilities as per our Schedule of Service/s which forms our engagement. If anything is unclear to you or you require further information please let us know.

ii Once it has been agreed, our business terms and engagement will remain effective, from the date of the signature, until it is replaced or terminated. Either party may vary or terminate our authority to act on your behalf at any time without penalty. Notice of termination must be given in writing

iii Should you fail to return the signed Statement of Acceptance, yet instruct us to work on your behalf; your instruction will be deemed as acceptance of our terms of business.

iii As regulations and legislation changes it may become necessary to issue revised Schedule of Service/s or Terms, if you do not acknowledge, sign and return then delivery will be deemed as your agreement to any revised terms.

iv For any new service that you wish us to provide a new Schedule of Service will be issued, explaining our responsibilities and your responsibilities

Next Step:

Please contact us if you need further advice, have any questions about our services, would like a free consultation or a fixed fee quote.